NEA (NKTX) drops below 5% ownership in latest Schedule 13D/A filing

Rhea-AI Filing Summary

New Enterprise Associates 15, L.P. and affiliates filed Amendment No. 3 to their Schedule 13D on Nkarta, Inc. They report beneficial ownership of 3,568,781 shares of Nkarta common stock, representing 4.9% of the shares outstanding based on 71,545,358 shares reported as of May 7, 2026. The filing states they have ceased to beneficially own five percent or more of Nkarta’s common stock as of May 12, 2026, primarily due to an increase in the company’s outstanding shares. The NEA entities describe their holdings as for investment purposes and indicate no current plans for corporate actions such as mergers, asset sales, or board changes.

Key Figures

Beneficially owned shares: 3,568,781 shares Ownership percentage: 4.9% Shares outstanding: 71,545,358 shares +2 more

5 metrics

Beneficially owned shares 3,568,781 shares Nkarta common stock beneficially owned by each reporting person

Ownership percentage 4.9% Percent of Nkarta common stock represented by 3,568,781 shares

Shares outstanding 71,545,358 shares Nkarta common stock outstanding as of May 7, 2026, per Form 10-Q

Reporting threshold 5% Reporting persons state they ceased to beneficially own five percent or more as of May 12, 2026

Event date May 19, 2026 Date of event requiring the Schedule 13D/A Amendment No. 3

Key Terms

Schedule 13D, beneficially owned, beneficially owned by each reporting person, sole voting power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 3 ("Amendment No. 3") to amends and supplements the statement on originally filed on July 23, 2020"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Each of the Reporting Persons has ceased to beneficially own five percent (5%) or more of the Issuer's Common Stock as of May 12, 2026."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

beneficially owned by each reporting person financial

"11Aggregate amount beneficially owned by each reporting person 3,568,781.00"

sole voting power regulatory

"7 | Sole Voting Power 0.00 8 | Shared Voting Power 3,568,781.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power regulatory

"10 | Shared Dispositive Power 3,568,781.00"

power of attorney regulatory

"Exhibit 2 - Power of Attorney regarding filings , as amended."

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Nkarta, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

65487U108

(CUSIP Number)

Stephanie Brecher
New Enterprise Associates, 1954 Greenspring Drive, Suite 600
Timonium, MD, 21093
(410)842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 65487U108

1

Name of reporting person

New Enterprise Associates 15, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,568,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,568,781.00

11

Aggregate amount beneficially owned by each reporting person

3,568,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 65487U108

1

Name of reporting person

NEA Partners 15, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,568,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,568,781.00

11

Aggregate amount beneficially owned by each reporting person

3,568,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 65487U108

1

Name of reporting person

NEA 15 GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,568,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,568,781.00

11

Aggregate amount beneficially owned by each reporting person

3,568,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 65487U108

1

Name of reporting person

Forest Baskett

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,568,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,568,781.00

11

Aggregate amount beneficially owned by each reporting person

3,568,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 65487U108

1

Name of reporting person

Anthony A. Florence, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,568,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,568,781.00

11

Aggregate amount beneficially owned by each reporting person

3,568,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 65487U108

1

Name of reporting person

Mohamad H. Makhzoumi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,568,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,568,781.00

11

Aggregate amount beneficially owned by each reporting person

3,568,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 65487U108

1

Name of reporting person

Scott D. Sandell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,568,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,568,781.00

11

Aggregate amount beneficially owned by each reporting person

3,568,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Nkarta, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1150 Veterans Boulevard, South San Francisco, CALIFORNIA , 94080.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 23, 2020 (the "Schedule 13D"), Amendment No. 1 thereto filed on May 5, 2022 ("Amendment No. 1"), and Amendment No. 2 thereto filed on March 28, 2024 ("Amendment No. 2") relating to the Common Stock of the Issuer. Certain terms used but defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto). This Amendment No. 3 is being filed to reflect the exit from reporting status by the Reporting Persons (as defined below) as a result of an increase in the number of Common Stock outstanding.
Item 2.	Identity and Background
(a)	New Enterprise Associates 15, L.P. ("NEA 15"); NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; NEA 15 GP, LLC ("NEA 15 LLC," and together with NEA Partners 15, the "Control Entities") which is the sole general partner of NEA Partners 15; Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 15 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
(c)	The principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated partnerships with similar businesses.
(d)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	NEA 15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	NEA 15 acquired the NEA 15 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 15 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	NEA 15 is the record owner of the NEA 15 Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the NEA 15 Shares. Each Reporting Person disclaims beneficial ownership of the NEA 15 Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 71,545,358 shares of Common Stock reported by the Issuer to be outstanding as of May 7, 2026 on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
(c)	None of the Reporting Persons have effected any transaction in the last 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
(e)	Each of the Reporting Persons has ceased to beneficially own five percent (5%) or more of the Issuer's Common Stock as of May 12, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

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.

New Enterprise Associates 15, L.P.

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	05/19/2026

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	05/19/2026

NEA Partners 15, L.P.

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	05/19/2026

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	05/19/2026

NEA 15 GP, LLC

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	05/19/2026

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	05/19/2026

Forest Baskett

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Forest Baskett
Date:	05/19/2026

Anthony A. Florence, Jr.

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr.
Date:	05/19/2026

Mohamad H. Makhzoumi

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi
Date:	05/19/2026

Scott D. Sandell

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Scott D. Sandell
Date:	05/19/2026

Comments accompanying signature:

This Amendment No. 3 to Schedule 13D was executed by Nicole Hatcher on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

FAQ

What ownership stake in Nkarta (NKTX) does New Enterprise Associates report in this filing?

New Enterprise Associates and related entities report beneficial ownership of 3,568,781 Nkarta common shares, equal to 4.9% of the company. The percentage is calculated using 71,545,358 shares outstanding as of May 7, 2026, as disclosed in Nkarta’s recent Form 10-Q.

Why did New Enterprise Associates file Amendment No. 3 to its Nkarta (NKTX) Schedule 13D?

Amendment No. 3 is filed to reflect that the reporting persons have exited five percent reporting status. Their Nkarta beneficial ownership now represents 4.9% of outstanding common stock, due largely to an increase in Nkarta’s total shares outstanding rather than recent share transactions.

Have New Enterprise Associates recently traded Nkarta (NKTX) shares according to this document?

The filing states that none of the reporting persons have effected any transaction in Nkarta common stock in the last 60 days. The change in their reported ownership percentage results from a higher number of Nkarta shares outstanding, not from recent purchases or sales.

What is the total number of Nkarta (NKTX) shares outstanding used in this Schedule 13D/A?

The ownership percentages are based on 71,545,358 Nkarta common shares outstanding as of May 7, 2026. This figure comes from Nkarta’s Form 10-Q filed on May 12, 2026, and is used to calculate New Enterprise Associates’ 4.9% beneficial ownership stake.

Do New Enterprise Associates disclose any plans to change Nkarta’s (NKTX) control or strategy?

The reporting persons state they acquired the shares for investment purposes and list no present plans for mergers, asset sales, board changes, or other control-related actions. They note only that they may buy or sell additional shares depending on market conditions and ongoing evaluation.

Who are the reporting entities and individuals in the Nkarta (NKTX) Schedule 13D/A?

Reporting persons include New Enterprise Associates 15, L.P., NEA Partners 15, L.P., NEA 15 GP, LLC, and managers Forest Baskett, Anthony A. Florence Jr., Mohamad H. Makhzoumi, and Scott D. Sandell. Each may be deemed to share beneficial ownership of the same 3,568,781 Nkarta shares.