Redmile reports 9.9% stake in Nurix (10.7M shares)

Redmile Group, LLC reports beneficial ownership of 10,696,314 shares of Nurix Therapeutics common stock, representing 9.9% of the class.

Rhea-AI Filing Summary

Redmile Group, LLC reports beneficial ownership of 10,696,314 shares of Nurix Therapeutics common stock, representing 9.9% of the class. The count includes 3,664,406 shares issuable upon exercise of certain pre-funded warrants subject to a Beneficial Ownership Limitation of 9.99%. RedCo II Offshore SPV LLC is reported with 5,967,424 shares (5.6%) following an internal reorganization that moved holdings from RedCo II Master Fund, L.P., which now reports 0 shares. Shares outstanding were 103,405,813 as of April 1, 2026 per the company Form 10-Q; warrant issuable amounts are presented separately and are factored into the percentage calculations per the filing.

Insights

Institutional Ownership Analyst

Redmile reports near-10% stake including exercisable pre-funded warrants; structure changed via internal SPV reorganization.

Redmile Group is disclosed as beneficial owner of 10,696,314 shares (reported as 9.9% ) of Nurix, counting 3,664,406 shares issuable under certain pre-funded warrants constrained by a 9.99% Beneficial Ownership Limitation. The filing documents an internal reorganization that moved holdings from RedCo II Master Fund to RedCo II Offshore SPV.

Timing and exercise mechanics are governed by the warrant terms and the stated Beneficial Ownership Limitation; cash‑flow treatment for exercises is not described in the excerpt. Subsequent filings would show any exercise notices or changes in percent ownership.

Key Figures

Redmile beneficial ownership: 10,696,314 shares Percentage of class (Redmile): 9.9% RedCo II SPV ownership: 5,967,424 shares +4 more

7 metrics

Redmile beneficial ownership 10,696,314 shares reported beneficial ownership as of 04/20/2026

Percentage of class (Redmile) 9.9% calculated using 103,405,813 shares outstanding as of <date>April 1, 2026</date> plus warrant issuable amounts

RedCo II SPV ownership 5,967,424 shares reported after internal reorganization on 04/20/2026

Shares outstanding used 103,405,813 shares reported outstanding as of <date>April 1, 2026</date> per company Form 10-Q

Warrants — Redmile funds 3,664,406 shares issuable pre-funded warrants held directly by Redmile-managed funds (included in Redmile percentage)

Warrants — RedCo II SPV 2,881,142 shares issuable pre-funded warrants held directly by RedCo II SPV (included in SPV percentage)

Beneficial Ownership Limitation 9.99% cap on exercise of warrants stated in the filing

Key Terms

Beneficial Ownership Limitation, Pre-Funded Warrants, Beneficial Ownership Blocker, Schedule 13G/A

4 terms

Beneficial Ownership Limitation regulatory

"The "Beneficial Ownership Limitation" is 9.99% of the shares of Common Stock then issued and outstanding"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Pre-Funded Warrants financial

"shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants to purchase Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Blocker regulatory

"Subject to the Beneficial Ownership Blocker... a holder shall not be entitled to exercise the Warrants"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

Schedule 13G/A regulatory

"Amendment No. 5 ) Nurix Therapeutics, Inc. Common Stock ... SCHEDULE 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Nurix (NRIX) shares does Redmile Group report owning?

Redmile Group reports beneficial ownership of 10,696,314 shares of Nurix common stock. This figure equals 9.9% of the class after including certain pre-funded warrants counted under the filing's calculation.

What stake does RedCo II Offshore SPV LLC hold in NRIX?

RedCo II Offshore SPV LLC is reported with 5,967,424 shares, representing 5.6% of the common stock. The filing states this position followed an internal reorganization from RedCo II Master Fund, L.P.

How did the internal reorganization affect RedCo II Master Fund for NRIX?

RedCo II Master Fund, L.P. contributed its Nurix securities pro rata to SPVs and ceased to have voting or dispositive power. As a result, RedCo II Master reports 0 shares and will be dissolved.

What role do the pre-funded warrants play in Redmile's reported percentage of NRIX?

The filing includes up to 3,664,406 shares issuable on certain pre-funded warrants in the percentage calculation. A Beneficial Ownership Limitation of 9.99% caps exercises that would exceed that threshold.

Which share count and date are used to calculate the percentages in the NRIX filing?

Percentages are based on 103,405,813 shares outstanding as of April 1, 2026, per the issuer's Form 10-Q, plus specified counts of shares issuable upon exercise of the warrants referenced in the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 09:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Nurix Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

67080M103

(CUSIP Number)

04/20/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 67080M103

1

Names of Reporting Persons

Redmile Group, 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 10,696,314.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,696,314.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,696,314.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The information in Item 4 relating to the shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") that are or may be deemed beneficially owned by Redmile Group, LLC ("Redmile"), including RedCo II Offshore SPV LLC ("RedCo II SPV"), is incorporated by reference herein. Percentage based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q for the quarterly period ended February 28, 2026 filed with the Securities and Exchange Commission on April 8, 2026 (the "Form 10-Q") plus (ii) 3,664,406 shares of Common Stock issuable upon exercise of certain of the Pre-Funded Warrants to purchase Common Stock (the "Warrants") held directly by certain investment vehicles, including RedCo II SPV, managed by Redmile (the "Redmile Funds"), which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.

SCHEDULE 13G

CUSIP Number(s): 67080M103

1

Names of Reporting Persons

Jeremy C. Green

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 KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,696,314.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,696,314.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,696,314.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by Jeremy C. Green is incorporated by reference herein. Percentage based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 3,664,406 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by the Redmile Funds, including RedCo II SPV, which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.

SCHEDULE 13G

CUSIP Number(s): 67080M103

1

Names of Reporting Persons

RedCo II Offshore SPV 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,967,424.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,967,424.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,967,424.00

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)

5.6 %

12

Type of Reporting Person (See Instructions)

FI, OO

Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by RedCo II SPV is incorporated by reference herein. Percentage based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 2,881,142 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by RedCo II SPV.

SCHEDULE 13G

CUSIP Number(s): 67080M103

1

Names of Reporting Persons

RedCo II Master Fund, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN, FI

Comment for Type of Reporting Person: Following the internal reorganization among certain Redmile Funds described in Item 4 below, RedCo II Master Fund, L.P. beneficially owned no shares of the Issuer's Common Stock.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nurix Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 1600 Sierra Point Parkway Brisbane, CA 94005
Item 2.
(a)	Name of person filing: Redmile Group, LLC Jeremy C. Green RedCo II Offshore SPV LLC RedCo II Master Fund, L.P.
(b)	Address or principal business office or, if none, residence: Redmile Group, LLC 900 Larkspur Landing Circle, Suite 270 Larkspur, California 94939 Jeremy C. Green c/o Redmile Group, LLC (NY Office) 45 W. 27th Street, Floor 11 New York, NY 10001 RedCo II Offshore SPV LLC c/o Redmile Group, LLC 900 Larkspur Landing Circle, Suite 270 Larkspur, California 94939 RedCo II Master Fund, L.P. c/o Redmile Group, LLC 900 Larkspur Landing Circle, Suite 270 Larkspur, California 94939
(c)	Citizenship: Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom RedCo II Offshore SPV LLC: Cayman Islands RedCo II Master Fund, L.P.: Cayman Islands
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 67080M103
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: Redmile Group, LLC - 10,696,314 (1) Jeremy C. Green - 10,696,314 (1) RedCo II Offshore SPV LLC - 5,967,424 (2) RedCo II Master Fund, L.P. - 0
(b)	Percent of class: Redmile Group, LLC - 9.9% (3) Jeremy C. Green - 9.9% (3) RedCo II Offshore SPV LLC - 5.6% (4) RedCo II Master Fund, L.P. - 0.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Redmile Group, LLC - 0 Jeremy C. Green - 0 RedCo II Offshore SPV LLC - 0 RedCo II Master Fund, L.P. - 0
	(ii) Shared power to vote or to direct the vote: Redmile Group, LLC - 10,696,314 (1) Jeremy C. Green - 10,696,314 (1) RedCo II Offshore SPV LLC - 5,967,424 (2) RedCo II Master Fund, L.P. - 0
	(iii) Sole power to dispose or to direct the disposition of: Redmile Group, LLC - 0 Jeremy C. Green - 0 RedCo II Offshore SPV LLC - 0 RedCo II Master Fund, L.P. - 0
	(iv) Shared power to dispose or to direct the disposition of: Redmile Group, LLC - 10,696,314 (1) Jeremy C. Green - 10,696,314 (1) RedCo II Offshore SPV LLC - 5,967,424 (2) RedCo II Master Fund, L.P. - 0 (1) As of April 20, 2026, Redmile Group, LLC's and Jeremy Green's beneficial ownership of Common Stock is comprised of 7,031,908 shares of Common Stock owned by certain investment vehicles, including RedCo II Offshore SPV LLC ("RedCo II SPV"), for which Redmile Group, LLC ("Redmile") is the investment manager/adviser (the "Redmile Funds"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile and Mr. Green may also be deemed to beneficially own 4,708,469 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants to purchase Common Stock (the "Warrants") held by the Redmile Funds, including RedCo II SPV. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder of any Warrants shall not be entitled to exercise the Warrants held by such holder, to the extent that, after giving effect to the attempted exercise set forth in a notice of exercise, such holder, together with such holder's affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder's for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the applicable regulations of the Securities and Exchange Commission, including any "group" of which such holder is a member, would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (the "Beneficial Ownership Blocker"). The "Beneficial Ownership Limitation" is 9.99% of the shares of Common Stock then issued and outstanding, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The 10,696,314 shares of Common Stock reported as beneficially owned by Redmile in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below) and includes 3,664,406 shares of Common Stock issuable under the Beneficial Ownership Blocker. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such shares, if any. (2) On April 20, 2026, in connection with an internal reorganization of RedCo II Master Fund, L.P. ("RedCo II Master"), a private investment vehicle managed by Redmile, Redco II Master contributed all of its securities of the Issuer pro rata and in kind, for no consideration, to its two wholly-owned subsidiaries (collectively, the "SPVs"), including RedCo II SPV. As a result of the internal reorganization, (i) RedCo II Master ceased to have voting or dispositive power over any of the Issuer's securities and, therefore, is no longer a beneficial owner of more than 5% of the Issuer's Common Stock and will be dissolved, and (ii) RedCo II SPV became a beneficial owner of more than 5% of the Common Stock. The 5,967,424 shares of Common Stock reported as beneficially owned by RedCo II SPV includes 3,086,282 shares of Common Stock and 2,881,142 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Blocker. Accordingly, this Schedule 13G serves as an exit filing for RedCo II Master and as an initial filing for RedCo II SPV. The internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile or Mr. Green. (3) Percentage for Redmile and Jeremy Green based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 3,664,406 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by the Redmile Funds, including RedCo II SPV, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants. (4) Percentage for RedCo II SPV based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 2,881,142 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by RedCo II SPV.
Item 5.	Ownership of 5 Percent or Less of a Class.
	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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See the response to Item 4.
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.

Redmile Group, LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member
Date:	04/24/2026

Jeremy C. Green

Signature:	/s/ Jeremy C. Green
Name/Title:	Jeremy C. Green
Date:	04/24/2026

RedCo II Offshore SPV LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of Redmile Group, LLC, its manager
Date:	04/24/2026

RedCo II Master Fund, L.P.

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of RedCo II (GP), LLC, General Partner of RedCo II Master Fund, L.P.
Date:	04/24/2026