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Rapport Therapeutics: fund acquires 1.19M shares

The private placement was made under a Securities Purchase Agreement dated October 28, 2026, between the issuer and both partnerships.

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Form Type
4

Rhea-AI Filing Summary

Rapport Therapeutics, Inc. (RAPP) reported that Third Rock Ventures V, L.P. acquired 238,095 common shares and Third Rock Ventures VI, L.P. acquired 1,190,476 common shares in a private placement on October 30, 2026, at $21 per share. Third Rock Ventures V, L.P. directly held 6,518,620 shares after the transaction; Third Rock Ventures VI, L.P. directly held 2,159,694. Reid Huber, a partner at Third Rock Ventures, serves on the issuer’s board and has been deputized to represent the reporting persons on the board.

Insider Third Rock Ventures V, L.P., Third Rock Ventures GP V, LP, TRV GP V, LLC, Third Rock Ventures VI, L.P., Third Rock Ventures GP VI, L.P., TRV GP VI, LLC
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Common Stock F1, F2, F3 238,095 $21.00 $5.00M
Grant/Award Common Stock F1, F3, F4 1,190,476 $21.00 $25.00M
Holdings After Transaction: Common Stock — 6,518,620 shares (Direct); Common Stock — 2,159,694 shares (Indirect, By Third Rock Ventures VI, L.P.)
Holdings Before and After: Common Stock, 6,280,525 to 6,518,620 shares (Direct); Common Stock, 969,218 to 2,159,694 shares (Indirect, By Third Rock Ventures VI, L.P.)
Footnotes (4)
  1. F1. Shares acquired in a private placement pursuant to a Securities Purchase Agreement dated October 28, 2026 by and between the Issuer, Third Rock Ventures V, L.P. ("TRV V") and Third Rock Ventures VI, L.P. ("TRV VI").
  2. F2. These shares are directly held by TRV V. The general partner of TRV V is Third Rock Ventures GP V, L.P. ("TRV GP V"). The general partner of TRV GP V is TRV GP V, LLC ("TRV GP V LLC"). Each of TRV GP V and TRV GP V LLC disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
  3. F3. Each of Reporting Persons disclaims the existence of a Section 13(d) "group" as between any TRV V related parties and any TRV VI related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.
  4. F4. These shares are held directly by TRV VI. The general partner of TRV VI is Third Rock Ventures GP VI, L.P. ("TRV GP VI"). The general partner of TRV GP VI is TRV GP VI, LLC ("TRV GP VI LLC"). Each of TRV GP VI, and TRV GP VI LLC, disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
Shares acquired by Third Rock Ventures V, L.P. 238,095 shares Private placement on October 30, 2026
Shares acquired by Third Rock Ventures VI, L.P. 1,190,476 shares Private placement on October 30, 2026
Price per share $21 per share Private placement on October 30, 2026
Shares held by Third Rock Ventures V, L.P. after transaction 6,518,620 shares Following the October 30, 2026 transaction
Shares held by Third Rock Ventures VI, L.P. after transaction 2,159,694 shares Following the October 30, 2026 transaction
private placement financial
"Shares acquired in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Securities Purchase Agreement financial
"pursuant to a Securities Purchase Agreement dated October 28, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
director by deputization regulatory
"may be deemed a director by deputization of the Issuer"
beneficial ownership regulatory
"disclaims beneficial ownership of the shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RAPP shares did Third Rock Ventures acquire?

On October 30, 2026, Third Rock Ventures V, L.P. acquired 238,095 common shares and Third Rock Ventures VI, L.P. acquired 1,190,476 common shares in the private placement.

What was the price for the RAPP private placement shares?

The shares were reported at $21 per share. The acquisitions were made under a Securities Purchase Agreement dated October 28, 2026, between Rapport Therapeutics, Inc., Third Rock Ventures V, L.P. and Third Rock Ventures VI, L.P.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Third Rock Ventures V, L.P.

(Last)(First)(Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MASSACHUSETTS 02215

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Rapport Therapeutics, Inc. [ RAPP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/30/2026A(1)238,095A$216,518,620D(2)(3)
Common Stock10/30/2026A(1)1,190,476A$212,159,694IBy Third Rock Ventures VI, L.P.(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Third Rock Ventures V, L.P.

(Last)(First)(Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MASSACHUSETTS 02215

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Third Rock Ventures GP V, LP

(Last)(First)(Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MASSACHUSETTS 02215

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
TRV GP V, LLC

(Last)(First)(Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MASSACHUSETTS 02215

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Third Rock Ventures VI, L.P.

(Last)(First)(Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MASSACHUSETTS 02215

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Third Rock Ventures GP VI, L.P.

(Last)(First)(Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MASSACHUSETTS 02215

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
TRV GP VI, LLC

(Last)(First)(Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MASSACHUSETTS 02215

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Shares acquired in a private placement pursuant to a Securities Purchase Agreement dated October 28, 2026 by and between the Issuer, Third Rock Ventures V, L.P. ("TRV V") and Third Rock Ventures VI, L.P. ("TRV VI").
2. These shares are directly held by TRV V. The general partner of TRV V is Third Rock Ventures GP V, L.P. ("TRV GP V"). The general partner of TRV GP V is TRV GP V, LLC ("TRV GP V LLC"). Each of TRV GP V and TRV GP V LLC disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
3. Each of Reporting Persons disclaims the existence of a Section 13(d) "group" as between any TRV V related parties and any TRV VI related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.
4. These shares are held directly by TRV VI. The general partner of TRV VI is Third Rock Ventures GP VI, L.P. ("TRV GP VI"). The general partner of TRV GP VI is TRV GP VI, LLC ("TRV GP VI LLC"). Each of TRV GP VI, and TRV GP VI LLC, disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
Remarks:
Reid Huber, a partner at Third Rock Ventures, serves on the board of directors of the Issuer, and has been deputized to represent the Reporting Persons on the board of directors. By virtue of Dr. Huber's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed a director by deputization of the Issuer.
/s/ Kevin Gillis, Chief Operating Officer of TRV GP V, LLC, general partner of Third Rock Ventures GP V, L.P., general partner of Third Rock Ventures V, L.P.11/03/2026
/s/ Kevin Gillis, Chief Operating Officer of TRV GP V, LLC, general partner of Third Rock Ventures GP V, L.P.11/03/2026
/s/ Kevin Gillis, Chief Operating Officer of TRV GP V, LLC11/03/2026
/s/ Kevin Gillis, Chief Operating Officer of TRV GP VI, LLC, general partner of Third Rock Ventures GP VI, L.P., general partner of Third Rock Ventures VI, L.P.11/03/2026
/s/ Kevin Gillis, Chief Operating Officer of TRV GP VI, LLC, general partner of Third Rock Ventures GP VI, L.P.11/03/2026
/s/ Kevin Gillis, Chief Operating Officer of TRV GP VI, LLC11/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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