[SCHEDULE 13G/A] Nektar Therapeutics SEC Filing

Rhea-AI Filing Summary

Nektar Therapeutics has a group of related reporting persons — TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC, and individual Chen Yu — that together report beneficial ownership of 1,933,333 shares of common stock, representing 9.3% of the class on a fully reported basis. The disclosed position consists of 266,666 shares held of record and 1,666,667 shares issuable upon exercise of pre-funded warrants held of record by the reporting vehicle. The filing states the holdings are shared voting and dispositive power and references 19,018,573 shares outstanding used in the percentage calculation. The statement confirms the position was not acquired to change or influence control.

Positive

• Material disclosure: Reporting persons clearly disclose a 9.3% aggregate position (1,933,333 shares), exceeding the 5% threshold.
• Transparency on composition: Filing itemizes 266,666 record shares and 1,666,667 pre-funded-warrant shares convertible to common stock.

Negative

• Potential dilution: 1,666,667 shares are issuable upon exercise of pre-funded warrants, which could dilute outstanding common shares if exercised.
• Concentrated shared control: Voting and dispositive power is reported as shared among the fund, its GP, and an individual, which could centralize influence in a small group.

Insights

Financial Analyst

TL;DR: A coordinated investor group holds a sizable equity and warrant position equal to 9.3% of Nektar's outstanding common stock, a potentially material stake.

The reported aggregate of 1,933,333 shares (including 1,666,667 pre-funded-warrant shares) is meaningful relative to 19,018,573 reported shares outstanding, exceeding the 5% reporting threshold and qualifying as a material disclosed stake. Shared voting and dispositive power indicates coordinated control through the partnership and its GP. The presence of a large pre-funded-warrant component means actual common stock ownership could change on exercise, creating near-term dilution that could affect float and voting dynamics. The certification that the holdings are not intended to effect control is standard but investors should note the size and exercise features of the position.

Corporate Governance Expert

TL;DR: Reporting structure shows a fund, its GP, and an individual with shared authority; governance implications depend on any coordination beyond filing.

The filing identifies shared voting and dispositive power among the partnership, its general partner, and the named individual, which is typical for private fund positions. The disclosure makes clear the GP and the individual may be deemed to share control over the securities held of record by the fund vehicle. The statement also includes the standard certification that the stake was not acquired to change control, which limits immediate governance alarm, but the sizeable stake and warrant exercisability mean potential future shifts in voting power if exercised.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Nektar Therapeutics

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

640268108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 640268108

1

Names of Reporting Persons

TCG Crossover GP II, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,933,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,933,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,933,333.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: These securities are held of record by TCG Crossover II (as defined in Item 2(a) of the Original Schedule 13G (as defined in the Explanatory Note below)). TCG Crossover GP II (as defined in Item 2(a) of the Original Schedule 13G (as defined in the Explanatory Note below)) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. Consists of (i) 266,666 shares of Common Stock (as defined in Item 2(d) of the Original Schedule 13G (as defined in the Explanatory Note below)) of the Issuer (as defined in Item 1(a) of the Original Schedule 13G (as defined in the Explanatory Note below)) and (ii) 1,666,667 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants (as defined and described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on March 4, 2024). Based on 19,018,573 shares of Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the Commission on August 8, 2025 (the Form 10-Q), plus 1,666,667 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.

SCHEDULE 13G

CUSIP No. 640268108

1

Names of Reporting Persons

TCG Crossover Fund II, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,933,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,933,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,933,333.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. Consists of (i) 266,666 shares of Common Stock of the Issuer and (ii) 1,666,667 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants (as defined and described in the Current Report on Form 8-K filed with the Commission on March 4, 2024). Based on 19,018,573 shares of Common Stock outstanding as of July 31, 2025, as reported by the Issuer the Form 10-Q, plus 1,666,667 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.

SCHEDULE 13G

CUSIP No. 640268108

1

Names of Reporting Persons

Chen Yu

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,933,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,933,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,933,333.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. Consists of (i) 266,666 shares of Common Stock of the Issuer and (ii) 1,666,667 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants (as defined and described in the Current Report on Form 8-K filed with the Commission on March 4, 2024). Based on 19,018,573 shares of Common Stock outstanding as of July 31, 2025, as reported by the Issuer the Form 10-Q, plus 1,666,667 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nektar Therapeutics
(b)	Address of issuer's principal executive offices: 455 Mission Bay Boulevard South, San Francisco, CA 94158
Item 2.
(a)	Name of person filing: This Amendment No. 1 (Amendment No. 1) amends and supplements the Schedule 13G initially filed with the Commission on March 15, 2024 (the Original Schedule 13G) and is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II) and TCG Crossover GP II, LLC (TCG Crossover GP II and together with TCG Crossover II, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the "Reporting Persons." The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is filed as Exhibit 1 to the Original Schedule 13G. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each Reporting Person is 705 High St., Palo Alto, CA 94301.
(c)	Citizenship: TCG Crossover GP II is a limited liability company organized under the laws of the State of Delaware. TCG Crossover II is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 640268108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)	Percent of class: See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person and the corresponding comments.
	(ii) Shared power to vote or to direct the vote: See Row 6 of the cover page for each Reporting Person and the corresponding comments.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of the cover page for each Reporting Person and the corresponding comments.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of the cover page for each Reporting Person and the corresponding comments.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TCG Crossover GP II, LLC

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, Authorized Signatory
Date:	08/14/2025

TCG Crossover Fund II, L.P.

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, Authorized Signatory
Date:	08/14/2025

Chen Yu

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, as Attorney-in-Fact for Chen Yu
Date:	08/14/2025

FAQ

How many shares of NKTR does TCG Crossover report owning?

The reporting persons disclose beneficial ownership of 1,933,333 shares of NKTR common stock (aggregate).

What percentage of Nektar (NKTR) does the disclosed position represent?

The filing states the position represents 9.3% of the class based on 19,018,573 reported shares outstanding plus the pre-funded warrants.

How much of the position is from exercisable warrants for NKTR?

The disclosure indicates 1,666,667 shares are issuable upon exercise of certain pre-funded warrants held of record by the reporting vehicle.

Who are the reporting persons in this Schedule 13G/A for NKTR?

The reporting persons are TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC, and individual Chen Yu.

Does the filing state the stake was acquired to influence control of Nektar?

Yes; the certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.