Picard Medical (PMI): Hudson Bay discloses 11.39M-share, 9.99% ownership position

Rhea-AI Filing Summary

Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of Picard Medical, Inc. Common Stock. They report beneficial ownership of 11,390,442 shares, representing 9.99% of the Common Stock outstanding, calculated on 102,695,935 shares outstanding as of June 26, 2026. This stake includes 11,322,507 shares issuable upon exercise of warrants held by HT Investments MA LLC, which are subject to a 9.99% beneficial ownership blocker, limiting exercises that would push ownership above that level. Hudson Bay acts as investment manager to HT Investments MA LLC, while Gerber, through control of the general partner, may be deemed a beneficial owner but disclaims beneficial ownership of the securities.

Key Figures

Beneficially owned shares: 11,390,442 shares Shares issuable upon exercise of warrants: 11,322,507 shares Ownership percentage: 9.99% +2 more

5 metrics

Beneficially owned shares 11,390,442 shares Shares of Picard Medical Common Stock beneficially owned by the reporting persons

Shares issuable upon exercise of warrants 11,322,507 shares Common Stock issuable upon exercise of warrants held by HT Investments MA LLC

Ownership percentage 9.99% Percent of Picard Medical Common Stock class beneficially owned, subject to 9.99% Blocker

Shares outstanding 102,695,935 shares Picard Medical Common Stock outstanding as of June 26, 2026

CUSIP 71953R108 CUSIP number for Picard Medical, Inc. Common Stock, $0.0001 par value

Key Terms

beneficial owner, 9.99% Blocker, dispositive power, CUSIP, +1 more

5 terms

beneficial owner financial

"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.

9.99% Blocker financial

"the Reporting Persons cannot exercise such warrants if the Reporting Persons would beneficially own, after such exercise, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker")"

dispositive power financial

"Shared Dispositive Power 11,390,442.00"

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.

CUSIP financial

"CUSIP No.: 71953R108"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

beneficial ownership blocker financial

"these warrants are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11)"

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.

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

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Available on EDGAR 08/07/2026 - 02:04 PM Accepted by SEC EDGAR 08/07/2026 - 02:03 PM Learn about SEC filing dates

FAQ

What percentage of Picard Medical (PMI) does Hudson Bay report owning?

Hudson Bay Capital Management and Sander Gerber report beneficial ownership of 9.99% of Picard Medical’s Common Stock. This percentage is based on 102,695,935 shares outstanding as of June 26, 2026 and reflects the 9.99% beneficial ownership blocker on their warrants.

How many Picard Medical (PMI) shares are beneficially owned by the reporting persons?

The reporting persons disclose beneficial ownership of 11,390,442 shares of Picard Medical Common Stock. This figure includes shares currently held and shares issuable upon exercise of warrants, calculated in accordance with the 9.99% blocker restriction on those warrants.

How many Picard Medical (PMI) shares are tied to warrants in this 13G/A?

The filing states that 11,322,507 shares of Picard Medical Common Stock are issuable upon exercise of warrants held by HT Investments MA LLC. These warrants are constrained by a 9.99% beneficial ownership blocker that limits how many can be exercised at any time.

What is the 9.99% beneficial ownership blocker mentioned for Picard Medical (PMI)?

The 9.99% beneficial ownership blocker prevents the reporting persons from exercising warrants if, after exercise, they would own more than 9.99% of Picard Medical’s outstanding Common Stock. All reported ownership figures already give effect to this contractual limitation.

Who actually holds the Picard Medical (PMI) securities reported by Hudson Bay?

The securities are held in the name of HT Investments MA LLC. Hudson Bay Capital Management LP is the investment manager to that entity. Sander Gerber is the managing member of the general partner of Hudson Bay and disclaims beneficial ownership of the securities.

What is the total number of Picard Medical (PMI) shares outstanding used in this 13G/A?

The ownership percentages are calculated using 102,695,935 shares of Picard Medical Common Stock outstanding. This outstanding share count is as of June 26, 2026, as referenced from the company’s Definitive Proxy Statement on Schedule 14A.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Picard Medical, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

71953R108

(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): 71953R108

1

Names of Reporting Persons

Hudson Bay Capital Management 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 11,390,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,390,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,390,442.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: Includes 11,322,507 shares of Common Stock (as defined in Item 4(a)) issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.

SCHEDULE 13G

CUSIP Number(s): 71953R108

1

Names of Reporting Persons

Sander Gerber

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 11,390,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,390,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,390,442.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 11,322,507 shares of Common Stock issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Picard Medical, Inc.
(b)	Address of issuer's principal executive offices: 1992 E Silverlake, TUCSON AZ, 85713
Item 2.
(a)	Name of person filing: This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 71953R108
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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 102,695,935 shares of Common Stock, par value $0.0001 (the "Common Stock") of Picard Medical, Inc. (the "Company") outstanding as of June 26, 2026, as reported in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 29, 2026, and assumes the exercise of the warrants held by HT Investments MA LLC, subject to the 9.99% Blocker (as defined below). Pursuant to the terms of the warrants held by HT Investments MA LLC, the Reporting Persons cannot exercise such warrants if the Reporting Persons would beneficially own, after such exercise, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker"). The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the 9.99% Blocker. The Investment Manager serves as the investment manager to HT Investments MA LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock and shares of Common Stock issuable upon exercise of the warrants, subject to the 9.99% Blocker, held by HT Investments MA LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
	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. See Item 4(a).
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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.

Hudson Bay Capital Management LP

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Authorized Signatory
Date:	08/07/2026

Sander Gerber

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, individually
Date:	08/07/2026