[SCHEDULE 13G/A] Rapport Therapeutics, Inc. Amended Passive Investment Disclosure
Rapport holder reports 6.35% stake in RAPP
Rapport Therapeutics, Inc. (RAPP) received an updated ownership report showing that funds managed by Cormorant Asset Management and Bihua Chen beneficially own 3,027,521 shares of common stock, representing 6.35% of the company.
Rapport Therapeutics, Inc. (RAPP) received an updated ownership report showing that funds managed by Cormorant Asset Management and Bihua Chen beneficially own 3,027,521 shares of common stock, representing 6.35% of the company. This percentage is based on 47,661,138 shares outstanding as of November 3, 2025, as reported in Rapport’s Form 10-Q. The filing states these shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Rapport Therapeutics (RAPP) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 3,027,521 Rapport Therapeutics common shares, equal to 6.35% of the outstanding stock. This percentage is calculated using 47,661,138 shares outstanding as of November 3, 2025, from the company’s Form 10-Q.
Who are the reporting persons in the Rapport Therapeutics (RAPP) Schedule 13G/A?
The Schedule 13G/A is filed by Cormorant Asset Management, LP and Bihua Chen. Cormorant is the investment adviser to certain funds that directly hold the shares, and Chen reports with respect to those same fund-held shares.
How is voting and dispositive power over Rapport Therapeutics (RAPP) shares allocated?
The reporting persons disclose shared voting power and shared dispositive power over 3,027,521 shares. They report no sole voting or sole dispositive power, indicating decisions over these shares are made jointly rather than individually.
On what share count is the 6.35% Rapport Therapeutics (RAPP) ownership based?
The 6.35% stake is calculated using 47,661,138 common shares outstanding, as stated in Rapport Therapeutics’ Form 10-Q for the quarter ended September 30, 2025, which reported that share count as of November 3, 2025.
Is Cormorant’s Rapport Therapeutics (RAPP) stake intended to influence control of the company?
The certification states the securities were acquired and are held in the ordinary course of business and are not held for the purpose of changing or influencing control of Rapport Therapeutics, nor in connection with any control-seeking transaction.
What type of reporting persons are identified in the Rapport Therapeutics (RAPP) Schedule 13G/A?
Cormorant Asset Management, LP is classified as an investment adviser (IA), and Bihua Chen is classified as HC, reflecting her status as an individual in a control or holding company capacity with respect to the advised funds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Rapport Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
75383L102
(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.
75383L102
1
Names of Reporting Persons
Cormorant Asset 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
3,027,521.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,027,521.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,521.00
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)
6.35 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
75383L102
1
Names of Reporting Persons
Bihua Chen
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
3,027,521.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,027,521.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,521.00
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)
6.35 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Rapport Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
99 High Street, Suite 2100, Boston, Massachusetts 02110
Item 2.
(a)
Name of person filing:
Cormorant Asset Management, LP
Bihua Chen
This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
(b)
Address or principal business office or, if none, residence:
200 Clarendon Street, 52nd Floor
Boston, MA 02116
(c)
Citizenship:
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
75383L102
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:
3,027,521
(b)
Percent of class:
6.35%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,027,521
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,027,521
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on November 6, 2025, that there were 47,661,138 shares of Common Stock of the Issuer outstanding as of November 3, 2025.
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.
Cormorant Asset Management, LP
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen, Managing Member
Date:
02/17/2026
Bihua Chen
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen
Date:
02/17/2026
Exhibit Information
Joint Filing Statement, incorporated by reference to the Joint Filing Statement included with the Schedule 13G filed by the Reporting Persons on June 20, 2024.
