Squadron Master Fund LP and related parties report a minority ownership position in NextCure, Inc. They disclose beneficial ownership of 64,464 shares of NextCure common stock, representing approximately 1.6% of the outstanding class. The reporting persons include Squadron Master Fund LP, Squadron Capital Management, LLC, and individuals Matthew Sesterhenn and William Blank.
The group reports shared voting and dispositive power over all 64,464 shares and no sole voting or dispositive power. The ownership percentage is based on 3,612,096 shares of common stock outstanding as of May 1, 2026, plus 456,855 shares issued upon exercise of pre-funded warrants. The filers state they may be deemed beneficial owners through their investment advisory roles but expressly disclaim beneficial ownership of the securities reported.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:64,464 sharesOwnership percentage:1.6%Shares outstanding:3,612,096 shares+3 more
6 metrics
Shares beneficially owned64,464 sharesShares of NextCure common stock reported by each Squadron reporting person
Ownership percentage1.6%Approximate percentage of NextCure common stock represented by 64,464 shares
Shares outstanding3,612,096 sharesNextCure common stock outstanding as of May 1, 2026
Shares from pre-funded warrants456,855 sharesCommon shares issued upon exercise of pre-funded warrants included in ownership base
Sole voting power0 sharesSole voting power reported by each Squadron reporting person
Shared voting power64,464 sharesShares over which the Squadron group reports shared voting power
"may be deemed to be the beneficial owner of all shares of Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 64,464.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 64,464.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
pre-funded Warrantsfinancial
"456,855 shares of Common Stock issued upon the exercise of pre-funded Warrants"
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.
Investment Advisers Act of 1940regulatory
"an investment adviser that is registered under the Investment Advisers Act of 1940"
A U.S. federal law that sets rules for people and firms who give investment advice, requiring them to register with regulators, be honest about conflicts, keep records, and follow basic standards of care. It matters to investors because those rules act like licensing and consumer protections — similar to having safety standards for a mechanic — helping ensure advisers act in clients’ financial interests and reducing the risk of fraud or misuse of funds.
FAQ
What ownership stake in NextCure (NXTC) does Squadron Master Fund report?
Squadron Master Fund LP and related parties report beneficial ownership of 64,464 shares of NextCure common stock, representing approximately 1.6% of the class, based on shares outstanding and additional shares from exercised pre-funded warrants.
Who are the reporting persons in the NextCure (NXTC) Schedule 13G/A amendment?
The reporting persons are Squadron Master Fund LP, Squadron Capital Management, LLC, and individuals Matthew Sesterhenn and William Blank, all reporting the same 64,464 shares of NextCure common stock with shared voting and dispositive power.
What percentage of NextCure (NXTC) does Squadron Capital Management report owning?
Squadron Capital Management, LLC reports beneficial ownership of approximately 1.6% of NextCure’s common stock, corresponding to 64,464 shares, with no sole voting or dispositive power and full authority reported on a shared basis.
How was the 1.6% ownership in NextCure (NXTC) calculated by the Squadron group?
The 1.6% figure is based on 3,612,096 shares of NextCure common stock outstanding as of May 1, 2026, plus 456,855 shares issued upon the exercise of pre-funded warrants, as referenced from NextCure’s Form 10-Q and warrant exercises.
Do the Squadron entities and individuals admit beneficial ownership of NextCure (NXTC) shares?
They state they may be deemed beneficial owners due to advisory and control roles but expressly disclaim beneficial ownership of the securities under Rule 13d-4, saying the filing should not be construed as an admission of beneficial ownership.
What voting and dispositive powers over NextCure (NXTC) shares are reported by the Squadron group?
Each reporting person shows 0 shares with sole voting or dispositive power and 64,464 shares with shared voting and shared dispositive power, indicating all authority over the stake is held on a shared basis among the reporting parties.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
NextCure, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
65343E207
(CUSIP Number)
06/30/2026
(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):
65343E207
1
Names of Reporting Persons
Squadron Master Fund 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
0.00
6
Shared Voting Power
64,464.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
64,464.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
64,464.00
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)
1.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
65343E207
1
Names of Reporting Persons
Squadron Capital Management 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
64,464.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
64,464.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
64,464.00
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)
1.6 %
12
Type of Reporting Person (See Instructions)
IA, HC
SCHEDULE 13G
CUSIP Number(s):
65343E207
1
Names of Reporting Persons
Matthew Sesterhenn
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
64,464.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
64,464.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
64,464.00
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)
1.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
65343E207
1
Names of Reporting Persons
William Blank
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
64,464.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
64,464.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
64,464.00
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)
1.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
1211 West 22nd Street, Suite 1008
Oak Brook, IL 60523
Squadron Capital Management, LLC
1211 West 22nd Street, Suite 1008
Oak Brook, IL 60523
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
1211 West 22nd Street, Suite 1008
Oak Brook, IL 60523
William Blank
c/o Squadron Capital Management, LLC
1211 West 22nd Street, Suite 1008
Oak Brook, IL 60523
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - United States
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
65343E207
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:
Squadron Capital Management, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
Squadron Master Fund LP - 64,464 shares
Squadron Capital Management, LLC - 64,464 shares
Matthew Sesterhenn - 64,464 shares
William Blank - 64,464 shares
(b)
Percent of class:
All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 1.6% of the Common Stock based on (i) 3,612,096 shares of Common Stock, par value $0.001 per share, issued and outstanding as of May 1, 2026, as represented in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on May 7, 2026, plus (ii) 456,855 shares of Common Stock issued upon the exercise of pre-funded Warrants.
Squadron Master Fund LP - 1.6%
Squadron Capital Management, LLC - 1.6%
Matthew Sesterhenn - 1.6%
William Blank - 1.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 64,464 shares
Squadron Capital Management, LLC - 64,464 shares
Matthew Sesterhenn - 64,464 shares
William Blank - 64,464 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 64,464 shares
Squadron Capital Management, LLC - 64,464 shares
Matthew Sesterhenn - 64,464 shares
William Blank - 64,464 shares
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 Notes above.
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.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner