Institutional Filing: Goldman Sachs Reports 49,018 Shares of RNAZ (5.9%)

Rhea-AI Filing Summary

TransCode Therapeutics, Inc. is the subject of a Schedule 13G reporting that The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC together beneficially hold 49,018 shares, representing 5.9% of the outstanding common stock. The filing shows no sole voting or dispositive power and records shared voting and shared dispositive power for the reported shares, indicating the position is held collectively rather than controlled by a single entity.

The filing includes a joint filing agreement and an exhibit identifying the subsidiary that acquired the securities, and it contains a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of influencing control of the issuer.

Positive

• Institutional stake disclosed: Beneficial ownership of 49,018 shares (5.9%) provides transparent evidence of institutional interest
• Filed as passive holding: Certification states shares are held in the ordinary course of business and not to influence control

Negative

• None.

Insights

Securities Analyst

TL;DR: Goldman Sachs reports a passive, reportable 5.9% stake in TransCode with shared voting/dispositive power, indicating institutional interest not control.

The filing documents a below-10% but above-5% institutional position of 49,018 shares (5.9%) held with shared voting and dispositive authority. Classification codes on the cover pages list the parent as HC, CO and the subsidiary as BD, OO, IA, reflecting a parent-subsidiary reporting relationship and broker/dealer and investment adviser activities. The Item 10 certification states the holdings are in the ordinary course and not intended to influence control, which limits immediate governance implications but signals meaningful institutional ownership that could matter for liquidity and market perception.

Corporate Governance Expert

TL;DR: The disclosure is procedural and compliant; joint filing and subsidiary identification clarify reporting but show no intent to exert control.

The Schedule 13G and attached joint filing agreement formalize reporting by the parent and its subsidiary, and Exhibit (99.2) identifies the subsidiary that holds the securities. The absence of sole voting or dispositive power and the explicit certification that the position is not held to change control point to a passive stake. From a governance standpoint, this is a material disclosure for transparency but not an activating event for control changes or governance negotiations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

TRANSCODE THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89357L501

(CUSIP Number)

06/30/2025

(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. 89357L501

1

Names of Reporting Persons

THE GOLDMAN SACHS GROUP, 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 0.00
6	Shared Voting Power 49,018.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 49,018.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

49,018.00

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)

5.9 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 89357L501

1

Names of Reporting Persons

GOLDMAN SACHS & CO. LLC

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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 49,018.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 49,018.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

49,018.00

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)

5.9 %

12

Type of Reporting Person (See Instructions)

BD, OO, IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TRANSCODE THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 6 LIBERTY SQUARE, #2382, BOSTON, X1, 02109
Item 2.
(a)	Name of person filing: THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)	Address or principal business office or, if none, residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)	Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 89357L501
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: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s)to Item 11 on the attached cover page(s).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit (99.2)
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.

THE GOLDMAN SACHS GROUP, INC.

Signature:	Name: AMEEN SOETAN
Name/Title:	Attorney-in-fact
Date:	07/17/2025

GOLDMAN SACHS & CO. LLC

Signature:	Name: AMEEN SOETAN
Name/Title:	Attorney-in-fact
Date:	07/17/2025

Exhibit Information

EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of TRANSCODE THERAPEUTICS INC and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: 07/17/2025 THE GOLDMAN SACHS GROUP, INC. By:/s/ AMEEN SOETAN ---------------------------------------- Name: AMEEN SOETAN Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ AMEEN SOETAN ---------------------------------------- Name: AMEEN SOETAN Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group.

FAQ

Who filed the Schedule 13G for TransCode Therapeutics (RNAZ)?

The filing was made jointly by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC.

How many TransCode (RNAZ) shares do Goldman Sachs entities report owning?

They report beneficial ownership of 49,018 shares of TransCode common stock.

What percentage of TransCode (RNAZ) does the reported stake represent?

The reported position represents 5.9% of the outstanding common stock.

Do Goldman Sachs entities have sole voting or dispositive power over these RNAZ shares?

No. The filing shows 0 sole voting power and 0 sole dispositive power; both voting and dispositive power are reported as shared.

Does the Schedule 13G indicate the shares are intended to influence control of TransCode (RNAZ)?

No. The Item 10 certification states the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.