Pfizer Inc. and its affiliate Pfizer Ventures (US) LLC have updated their ownership disclosure for NextCure, Inc. common stock in an amended Schedule 13G. Pfizer reports beneficial ownership of 157,646 shares, representing 3.0% of the common stock, with 26,537 shares under sole voting and dispositive power and 131,109 shares under shared voting and dispositive power. Pfizer Ventures (US) LLC reports beneficial ownership of 131,109 shares, or 2.5% of the class, all with shared voting and dispositive power. These percentages are based on 5,203,290 shares outstanding as reported in NextCure’s final prospectus, which includes 1,815,049 shares issuable upon exercise of pre-funded warrants. The reporting persons certify that the securities are held without the purpose or effect of changing or influencing control of NextCure.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NEXTCURE, INC.
(Name of Issuer)
Common Stock par value $0.001 per share
(Title of Class of Securities)
65343E108
(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.
65343E108
1
Names of Reporting Persons
Pfizer Inc. (IRS Identification No.: 13-5315170)
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
26,537.00
6
Shared Voting Power
131,109.00
7
Sole Dispositive Power
26,537.00
8
Shared Dispositive Power
131,109.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
157,646.00
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)
3.0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Percent of class outstanding is based on a total of 5,203,290 shares of common stock outstanding, as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on Decmeber 11, 2025 (including 1,815,049 shares of common stock issuable upon the exercise of the Pre- Funded Warrants held by the selling stockholders).
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
131,109.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
131,109.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
131,109.00
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)
2.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent of class outstanding is based on a total of 5,203,290 shares of common stock outstanding, as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on Decmeber 11, 2025 (including 1,815,049 shares of common stock issuable upon the exercise of the Pre- Funded Warrants held by the selling stockholders).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NEXTCURE, INC.
(b)
Address of issuer's principal executive offices:
9000 Virginia Manor Road, Suite 200, Beltsville, Maryland, 20705
Item 2.
(a)
Name of person filing:
Pfizer Inc. ("Pfizer") and Pfizer Venture (US) LLC ("PVUS" and together with Pfizer, the "Reporting Person"). PVUS is a controlled affiliate of Pfizer.
(b)
Address or principal business office or, if none, residence:
66 Hudson Boulevard East, New York, NY10001-2192
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Common Stock par value $0.001 per share
(e)
CUSIP No.:
65343E108
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 the respective responses of the Reporting Persons to Item 9 on the attached cover pages.
(b)
Percent of class:
See the respective responses of the Reporting Persons to Item 11 on the attached cover pages.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the respective responses of the Reporting Persons to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote:
See the respective responses of the Reporting Persons to Item 6 on the attached cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See the respective responses of the Reporting Persons to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See the respective responses of the Reporting Persons to Item 8 on the attached cover pages.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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.
What stake does Pfizer Inc. report in NextCure (NXTC) in this Schedule 13G/A?
Pfizer Inc. reports beneficial ownership of 157,646 shares of NextCure common stock, representing 3.0% of the class. This includes shares over which Pfizer has both sole and shared voting and dispositive power, as detailed in the filing.
How many NextCure (NXTC) shares does Pfizer Ventures (US) LLC own?
Pfizer Ventures (US) LLC reports beneficial ownership of 131,109 shares of NextCure common stock, equal to 2.5% of the class. All these shares are reported with shared voting and shared dispositive power alongside Pfizer Inc.
What total share count does the Pfizer 13G/A use for NextCure (NXTC)?
The filing calculates ownership percentages using 5,203,290 shares of NextCure common stock outstanding. This total includes 1,815,049 shares issuable upon exercise of pre-funded warrants held by selling stockholders, as reported in NextCure’s final prospectus.
Is Pfizer’s stake in NextCure (NXTC) above or below 5 percent?
Pfizer Inc. reports a 3.0% beneficial ownership stake in NextCure, and Pfizer Ventures (US) LLC reports 2.5%. The filing explicitly states ownership of 5 percent or less of the class, which aligns with Schedule 13G filing requirements.
Does Pfizer seek control of NextCure (NXTC) according to this 13G/A filing?
The reporting parties certify the securities were not acquired and are not held for changing or influencing control of NextCure. They also state the holdings are not in connection with any transaction having that control-related purpose or effect.
What is the event date covered by Pfizer’s amended 13G on NextCure (NXTC)?
The statement relates to an event dated December 31, 2025. This date represents the point at which the reported ownership level or status triggered the requirement to file the amended Schedule 13G with the Securities and Exchange Commission.
