Picard Medical, Inc. received a large shareholder disclosure from Hudson Bay Capital Management LP and Sander Gerber. They report beneficial ownership of 7,009,346 shares of common stock, all issuable upon exercise of warrants, representing 8.68% of the common stock.
The percentage is based on 73,701,176 shares outstanding as of November 10, 2025, as stated in Picard Medical’s Form 10-Q, and assumes exercise of the warrants held by HT Investments MA LLC. The stake is reported on a passive basis and certified as acquired and held in the ordinary course of business, not to change or influence control of the company.
Positive
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Negative
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Insights
Hudson Bay reports an 8.68% passive, warrant-based stake in Picard Medical.
Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of 7,009,346 shares of Picard Medical common stock, all issuable upon exercise of warrants. This corresponds to 8.68% of the company’s common stock, using 73,701,176 shares outstanding as of November 10, 2025.
The warrants are held in the name of HT Investments MA LLC, with Hudson Bay as investment manager. Mr. Gerber is the managing member of the general partner of the Investment Manager and disclaims beneficial ownership of the securities. Voting and dispositive powers are reported as shared, with no sole authority.
The position is reported on a Schedule 13G with a certification that the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Picard Medical. Future company filings may provide updates if the ownership percentage or warrant position changes materially.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Picard Medical, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
71953R108
(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.
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
7,009,346.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,009,346.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,009,346.00
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)
8.68 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Reflects 7,009,346 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
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
7,009,346.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,009,346.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,009,346.00
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)
8.68 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Reflects 7,009,346 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.
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 73,701,176 shares of common stock, $0.0001 par value (the "Common Stock") of Picard Medical, Inc. (the "Company") outstanding as of November 10, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 14, 2025 and assumes the exercise of the warrants held by HT Investments MA LLC.
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 issuable upon exercise of the warrants 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:
8.68%
(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:
02/11/2026
Sander Gerber
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, individually
Date:
02/11/2026
Exhibit Information
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: February 11, 2026
HUDSON BAY CAPITAL MANAGEMENT LP
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
What stake in Picard Medical (PMI) does Hudson Bay report?
Hudson Bay Capital Management and Sander Gerber report beneficial ownership of 7,009,346 Picard Medical common shares issuable upon exercise of warrants. This represents 8.68% of the company’s common stock, based on 73,701,176 shares outstanding as of November 10, 2025.
How is Hudson Bay’s 8.68% ownership in Picard Medical (PMI) calculated?
The 8.68% ownership reflects 7,009,346 warrant-based shares relative to 73,701,176 Picard Medical common shares outstanding as of November 10, 2025. That outstanding share figure comes from Picard Medical’s Form 10-Q for the quarter ended September 30, 2025.
Are Hudson Bay and Sander Gerber passive investors in Picard Medical (PMI)?
Yes. They certify the Picard Medical stake was acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the company, consistent with a passive Schedule 13G filing.
Who actually holds the Picard Medical (PMI) warrants reported by Hudson Bay?
The warrants for 7,009,346 Picard Medical shares are held in the name of HT Investments MA LLC. Hudson Bay Capital Management LP acts as investment manager, while Sander Gerber is the managing member of the general partner of the Investment Manager.
Does Sander Gerber claim full beneficial ownership of Picard Medical (PMI) shares?
No. Although Sander Gerber is a reporting person for the 7,009,346 warrant-based shares, he disclaims beneficial ownership of these securities. His reporting status stems from his role with Hudson Bay’s general partner, not from direct personal ownership.
What voting and dispositive powers over Picard Medical (PMI) shares are reported?
For both reporting persons, the filing reports zero sole voting and dispositive power and 7,009,346 shares of shared voting and shared dispositive power. This aligns with their oversight of warrants held through HT Investments MA LLC.
