Investment firm reports 9.9% stake in Rani Therapeutics (RANI)

Rhea-AI Filing Summary

Investment Company, Inc., a Delaware investment adviser, reported beneficial ownership of 9,745,343 Class A shares of Rani Therapeutics Holdings, Inc., equal to 9.9% of the class as of 12/31/2025. The firm holds sole voting and dispositive power over these securities.

The position is held through three funds that own common shares, pre-funded warrants and warrants. These warrants may only be exercised so that total beneficial ownership does not exceed 9.99% of Rani’s outstanding shares. The filer certifies the stake is held in the ordinary course as a passive investment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Rani Therapeutics Holdings, Inc.

(Name of Issuer)

Class A Common Stock, Par Value $.0001

(Title of Class of Securities)

753018100

(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. 753018100

1

Names of Reporting Persons

AWM Investment Company, Inc.

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 9,745,343.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,745,343.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,745,343.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Life Sciences Fund, L.P. (SSLS). As the investment adviser to the Funds, AWM holds sole voting and investment power over 6,500,000 Common Shares, 37,500,000 Pre-Funded Warrants* and 31,000,000 Warrants* The Warrants described herein may only be exercised to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. The number of shares beneficially owned reported above is calculated using 9.99% of the outstanding shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Rani Therapeutics Holdings, Inc.
(b)	Address of issuer's principal executive offices: 2051 RINGWOOD AVENUE, SAN JOSE, CALIFORNIA, 95131
Item 2.
(a)	Name of person filing: The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP) and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (SSLS). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP; and LS Advisers, L.L.C., a New York limited liability company (LS). Greenhouse and Stettner are also controlling principals of AWM.
(b)	Address or principal business office or, if none, residence: 527 Madison Avenue, Suite 2600 New York, NY 10022
(c)	Citizenship: AWM is a Delaware Corporation
(d)	Title of class of securities: Class A Common Stock, Par Value $.0001
(e)	CUSIP No.: 753018100
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: 9,745,343
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP and Special Situations Life Sciences Fund, L.P. (SSLS). As the investment adviser to the Funds, AWM holds sole voting power over 1,145,491 Common Shares 2,158,809 Pre-Funded Warrants* and 3,304,300 Warrants* held by CAYMAN, 4,054,509 Common Shares, 7,641,191 Pre-Funded Warrants* and 11,695,700 Warrants* held by SSFQP and 1,300,000 Common Shares, 2,450,000 Pre-Funded Warrants and 3,750,000 Warrants* held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM. The Warrants described herein may only be exercised to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. The number of shares beneficially owned reported above is calculated using 9.99% of the outstanding shares.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP and Special Situations Life Sciences Fund, L.P. (SSLS). As the investment adviser to the Funds, AWM holds sole investment power over 1,145,491 Common Shares 2,158,809 Pre-Funded Warrants* and 3,304,300 Warrants* held by CAYMAN, 4,054,509 Common Shares, 7,641,191 Pre-Funded Warrants* and 11,695,700 Warrants* held by SSFQP and 1,300,000 Common Shares, 2,450,000 Pre-Funded Warrants and 3,750,000 Warrants* held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM. The Warrants described herein may only be exercised to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. The number of shares beneficially owned reported above is calculated using 9.99% of the outstanding shares.
	(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.
	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.

AWM Investment Company, Inc.

Signature:	Adam Stettner
Name/Title:	Executive Vice President
Date:	02/13/2026

FAQ

What stake does Investment Company, Inc. report in Rani Therapeutics (RANI)?

Investment Company, Inc. reports beneficial ownership of 9,745,343 Class A shares of Rani Therapeutics, representing 9.9% of the class as of 12/31/2025. The firm has sole voting and dispositive power over these securities, held across multiple affiliated funds.

How is the 9.9% Rani Therapeutics (RANI) position structured in this Schedule 13G?

The 9.9% position includes common shares, pre-funded warrants and warrants held by three funds advised by Investment Company, Inc. The adviser aggregates these holdings to calculate total beneficial ownership, which is limited by a 9.99% beneficial ownership restriction on warrant exercises.

What is the 9.99% beneficial ownership limitation mentioned for Rani Therapeutics (RANI)?

The filing states that the warrants may be exercised only to the extent total Rani common shares beneficially owned do not exceed 9.99% of outstanding shares. The reported 9,745,343 shares, or 9.9% of the class, are calculated using this 9.99% cap as the basis.

Is Investment Company, Inc.’s 9.9% Rani Therapeutics (RANI) stake a control-seeking position?

The filer certifies the Rani Therapeutics securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. It also notes they are not held in connection with any transaction intended to influence control, other than specified nomination activities.

Which entities associated with Investment Company, Inc. hold Rani Therapeutics (RANI) securities?

The filing identifies three funds advised by Investment Company, Inc.: Special Situations Cayman Fund, L.P., Special Situations Fund III QP, L.P., and Special Situations Life Sciences Fund, L.P.. Together, their holdings form the reported 9.9% beneficial ownership in Rani’s Class A common stock.