Nurix Therapeutics, Inc. is the subject of an amended Schedule 13G filing by Baker Bros. entities reporting a significant ownership position. The reporting group discloses beneficial ownership of 7,527,996 shares of Nurix common stock, representing 7.2% of the class, as of an outstanding share count of 101,807,484 shares on November 30, 2025.
The position includes 4,658,556 shares of common stock plus 2,869,440 additional shares issuable upon exercise of pre-funded warrants with a $0.001 exercise price. These pre-funded warrants are generally limited by a 9.99% beneficial ownership cap, which the funds may adjust up to 19.99% effective on the 61st day after written notice to the issuer.
Within the Baker Bros. complex, 667, L.P. holds 393,250 shares and 248,551 warrant shares, while Baker Brothers Life Sciences, L.P. holds 4,265,306 shares and 2,620,889 warrant shares, all subject to the ownership cap. Baker Bros. Advisors LP exercises investment and voting discretion for the funds and is reporting on a passive, non-control basis under Schedule 13G.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Nurix Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
67080M103
(CUSIP Number)
12/31/2025
(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.
67080M103
1
Names of Reporting Persons
Baker Bros. Advisors LP
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
7,527,996.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,527,996.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,527,996.00
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)
7.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
67080M103
1
Names of Reporting Persons
Baker Bros. Advisors (GP) 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
7,527,996.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,527,996.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,527,996.00
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)
7.2 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
67080M103
1
Names of Reporting Persons
Julian C. Baker
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
7,527,996.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,527,996.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,527,996.00
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)
7.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
67080M103
1
Names of Reporting Persons
Felix J. Baker
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
7,527,996.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,527,996.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,527,996.00
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)
7.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
This Amendment No. 4 to Schedule 13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. This Amendment No. 4 is being filed jointly by the Reporting Persons.
(b)
Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(c)
Citizenship:
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
(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:
Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 4 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock ("Common Stock") of Nurix Therapeutics, Inc. (the "Issuer") directly held by each of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") which may be deemed to be indirectly beneficially owned by the Reporting Persons, plus 2,869,440 shares of Common Stock issuable upon exercise of prefunded warrants with no expiration date exercisable at any time for Common Stock on a 1-for-1 basis at an exercise price of $0.001 per share of Common Stock ("Pre-Funded Warrants"), subject to limitations on exercise described below.
The percentage of beneficial ownership for each of the Reporting Persons reported herein and the information set forth below is based on 101,807,484 shares of Common Stock outstanding as of November 30, 2025, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on January 28, 2026. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Pre-Funded Warrants are only exercisable to the extent that after giving effect or immediately prior to such exercise the holders thereof, their affiliates and any person who are members of a Section 13(d) group with the holders or one of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of this restriction, the number of shares of Common Stock that may be issued upon exercise of the Pre-Funded Warrants by the above holders may change depending upon changes in the outstanding Common Stock.
Pursuant to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments.
The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
(b)
Percent of class:
The Funds beneficially own 4,658,556 shares of Common Stock plus 2,869,440 shares of Common Stock issuable upon exercise of 2,869,440 Pre-Funded Warrants, subject to the Maximum Percentage or 7.2% of the outstanding Common Stock. 667 beneficially owns 0.6% and Life Sciences beneficially owns 6.6% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
667 directly holds 393,250 shares of Common Stock plus 248,551 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, subject to the Maximum Percentage and Life Sciences directly holds 4,265,306 shares of Common Stock plus 2,620,889 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, subject to the Maximum Percentage.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
667 directly holds 393,250 shares of Common Stock plus 248,551 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, subject to the Maximum Percentage and Life Sciences directly holds 4,265,306 shares of Common Stock plus 2,620,889 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, subject to the Maximum Percentage.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
The information in Item 4 is incorporated herein by reference.
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 acquired and are held in the ordinary course of business and 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.
Baker Bros. Advisors LP
Signature:
/s/ Scott L. Lessing
Name/Title:
Scott L. Lessing/ President By: Baker Bros. Advisors (GP) LLC, its general partner
What stake in Nurix Therapeutics (NRIX) does Baker Bros. report?
Baker Bros. reports beneficial ownership of 7,527,996 Nurix shares, equal to 7.2% of the common stock. This total includes currently held shares plus shares issuable from pre-funded warrants, based on 101,807,484 shares outstanding as of November 30, 2025.
How much of Nurix (NRIX) stock is held through pre-funded warrants?
The Baker Bros. funds hold pre-funded warrants exercisable for 2,869,440 Nurix common shares at a $0.001 exercise price. These warrant shares are counted in beneficial ownership, subject to limits that cap how much of the company they can own at any time.
How are Nurix (NRIX) shares split between Baker Bros. funds?
Fund 667, L.P. holds 393,250 shares plus 248,551 warrant shares, while Life Sciences, L.P. holds 4,265,306 shares plus 2,620,889 warrant shares. Together, these positions make up the 7,527,996 shares Baker Bros. reports as beneficially owned.
What is the ownership cap on Baker Bros.’ Nurix (NRIX) pre-funded warrants?
The pre-funded warrants are only exercisable so that Baker Bros. and related holders do not exceed 9.99% beneficial ownership of Nurix common stock. They may adjust this cap up to 19.99%, but any change becomes effective on the 61st day after written notice.
Is Baker Bros.’ Nurix (NRIX) position reported as a passive investment?
Yes. Baker Bros. certifies the Nurix securities were acquired and are held in the ordinary course of business, not to change or influence control of the issuer, consistent with a passive Schedule 13G reporting position under the securities regulations.
Who controls voting and investment decisions for Baker Bros.’ Nurix (NRIX) stake?
Baker Bros. Advisors LP has complete discretion over investment and voting power for securities held by its funds. Baker Bros. Advisors (GP) LLC is the general partner of the adviser, and Julian and Felix Baker are managing members associated with these entities.
