Renalytix (OTC: RENXF) key shareholder now holds under 5% stake

Rhea-AI Filing Summary

Renalytix plc’s major shareholder group has fallen below the 5% ownership threshold. Jefferson River Capital LLC and related parties now report beneficial ownership of 19,644,391 Ordinary Shares, or 4.5% of the class, based on 437,018,680 Ordinary Shares outstanding as of November 3, 2025.

The Hamilton E. James 2003 Children's Trust and David R. James each report beneficial ownership of 19,406,043 Ordinary Shares, representing 4.4% of the class. The filing states that each reporting person ceased to be the beneficial owner of more than 5% of Renalytix’s Ordinary Shares on November 3, 2025.

Insights

Equity ownership analyst

Key Renalytix holder discloses ownership has moved below 5%.

The filing shows Jefferson River Capital LLC, Hamilton E. James, the 2003 Children's Trust, and David R. James now collectively report stakes in the 4.4–4.5% range of Renalytix’s Ordinary Shares, based on 437,018,680 shares outstanding.

Cross-disclosure language clarifies that Jefferson River, HEJ, and DRJ each disclaim beneficial ownership over certain securities held by related entities, limiting the scope of their economic interest outside Exchange Act reporting. The amendment mainly updates ownership percentages rather than detailing specific transactions.

The filing notes that each reporting person ceased to be a beneficial owner of more than 5% on November 3, 2025. Subsequent ownership and any further changes would typically appear in later beneficial ownership reports or company proxy materials.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Renalytix plc

(Name of Issuer)

Ordinary Shares, nominal value GBP0.0025 per share underlying American Depositary Shares

(Title of Class of Securities)

75973T200

(CUSIP Number)

PETER TRAPANI
JEFFERSON RIVER CAPITAL LLC, 499 PARK AVENUE, 27TH FLOOR
NEW YORK, NY, 10022
212-805-8110

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 75973T200

1

Name of reporting person

JEFFERSON RIVER CAPITAL LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,644,391.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,644,391.00

11

Aggregate amount beneficially owned by each reporting person

19,644,391.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

Ownership percentage calculations are based on 437,018,680 Ordinary Shares outstanding as of November 3, 2025, as indicated by the Issuer's proxy statement dated November 4, 2025.

SCHEDULE 13D

CUSIP No. 75973T200

1

Name of reporting person

The Hamilton E. James 2003 Children's Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,406,043.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,406,043.00

11

Aggregate amount beneficially owned by each reporting person

19,406,043.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 75973T200

1

Name of reporting person

Hamilton E. James

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,644,391.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,644,391.00

11

Aggregate amount beneficially owned by each reporting person

19,644,391.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 75973T200

1

Name of reporting person

David R. James

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,406,043.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,406,043.00

11

Aggregate amount beneficially owned by each reporting person

19,406,043.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, nominal value GBP0.0025 per share underlying American Depositary Shares
(b)	Name of Issuer: Renalytix plc
(c)	Address of Issuer's Principal Executive Offices: 2 Leman Street, LONDON, UNITED KINGDOM , E1W 9US.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on February 17, 2023, as amended by Amendment No. 1 on March 21, 2024, Amendment No. 2 on October 2, 2024 and Amendment No. 3 on November 6, 2024. This Amendment No. 4 relates to ordinary shares, par value GBP0.0025 (the "Ordinary Shares") of Renalytix plc, a company incorporated in England and Wales (the "Issuer"). The principal executive office of the Issuer is located at 2 Leman Street, London E1W 9US, United Kingdom. The beneficial ownership reported herein reflects Ordinary Shares and the Issuer's American depositary shares (the "ADS"), each representing two Ordinary Shares, held by the Reporting Persons (as defined in the Schedule 13D).
Item 5.	Interest in Securities of the Issuer
(a)	Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. HEJ is the direct beneficial owner of 238,348 Ordinary Shares in the form of ADS. The percentages reported in this Schedule 13D are calculated based upon 437,018,680 Ordinary Shares outstanding as of November 3, 2025, as indicated by the Issuer's proxy statement dated November 4, 2025. Jefferson River disclaims beneficial ownership over all securities beneficially owned by the Trust and HEJ, other than for the purpose of determining obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this Schedule 13D shall not be deemed an admission that Jefferson River is the beneficial owner of such securities for any other purpose. HEJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that HEJ is the beneficial owner of such securities for any other purpose. DRJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that DRJ is the beneficial owner of such securities for any other purpose.
(b)	Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. HEJ is the direct beneficial owner of 238,348 Ordinary Shares in the form of ADS. The percentages reported in this Schedule 13D are calculated based upon 437,018,680 Ordinary Shares outstanding as of November 3, 2025, as indicated by the Issuer's proxy statement dated November 4, 2025. Jefferson River disclaims beneficial ownership over all securities beneficially owned by the Trust and HEJ, other than for the purpose of determining obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this Schedule 13D shall not be deemed an admission that Jefferson River is the beneficial owner of such securities for any other purpose. HEJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that HEJ is the beneficial owner of such securities for any other purpose. DRJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that DRJ is the beneficial owner of such securities for any other purpose.
(e)	Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Ordinary Shares on November 3, 2025.

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.

JEFFERSON RIVER CAPITAL LLC

Signature:	/s/ Peter Trapani
Name/Title:	Chief Financial Officer
Date:	02/23/2026

The Hamilton E. James 2003 Children's Trust

Signature:	/s/ Peter Trapani
Name/Title:	Authorized Signor and Treasurer
Date:	02/23/2026

Hamilton E. James

Signature:	/s/ Hamilton E. James
Name/Title:	Hamilton E. James
Date:	02/23/2026

David R. James

Signature:	/s/ David R. James
Name/Title:	David R. James
Date:	02/23/2026

FAQ

What ownership stake in Renalytix (RENXF) does Jefferson River Capital now report?

Jefferson River Capital reports beneficial ownership of 19,644,391 Renalytix Ordinary Shares, representing 4.5% of the class. This percentage is calculated using 437,018,680 Ordinary Shares outstanding as of November 3, 2025, according to the company’s proxy statement.

How much of Renalytix (RENXF) does The Hamilton E. James 2003 Children’s Trust own?

The Hamilton E. James 2003 Children’s Trust reports beneficial ownership of 19,406,043 Renalytix Ordinary Shares, equal to 4.4% of the outstanding class. This percentage is based on 437,018,680 Ordinary Shares outstanding as of November 3, 2025, per Renalytix’s proxy statement.

When did the Renalytix (RENXF) reporting group fall below 5% ownership?

The reporting persons state they ceased to be beneficial owners of more than 5% of Renalytix’s Ordinary Shares on November 3, 2025. Their disclosed ownership levels of 4.4%–4.5% are calculated against shares outstanding on that same date.

What stake in Renalytix (RENXF) does Hamilton E. James personally report?

Hamilton E. James reports beneficial ownership of 19,644,391 Ordinary Shares, or 4.5% of Renalytix’s Ordinary Shares. He is also described as the direct beneficial owner of 238,348 Ordinary Shares in the form of American Depositary Shares within this overall amount.

What is David R. James’s reported ownership in Renalytix (RENXF)?

David R. James reports beneficial ownership of 19,406,043 Renalytix Ordinary Shares, representing 4.4% of the class. This figure aligns with the stake attributed to The Hamilton E. James 2003 Children’s Trust, with disclaimers about beneficial ownership between related parties.

How many Renalytix (RENXF) shares were used to calculate the ownership percentages?

All reported ownership percentages use 437,018,680 Renalytix Ordinary Shares outstanding as the denominator. This share count is taken from Renalytix’s proxy statement dated November 4, 2025, which states it as the outstanding total as of November 3, 2025.