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RA Capital (NASDAQ: SLDB) boosts Solid Biosciences holding to 11.9% ownership

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

RA Capital Management and affiliates report an updated stake in Solid Biosciences Inc., now beneficially owning 12,036,126 shares of common stock, or 11.9% of the company. Most of this is held through RA Capital Healthcare Fund, which directly owns 11,897,896 shares.

The position also includes pre-funded warrants exercisable for up to 8,178,412 additional shares, but a Beneficial Ownership Blocker prevents exercises that would lift the Fund’s holdings above 9.99% of Solid’s outstanding common stock. RA Capital serves as investment adviser to all reporting vehicles, while Kolchinsky and Shah are managers of RA Capital.

On June 18, 2026, the Fund bought 338,100 shares in open-market trades at prices between $8.25 and $8.35, with a weighted-average of $8.30 per share. On June 22, 2026, it purchased an additional 2,358,048 shares at $8.20 per share in an at-the-market offering by Solid Biosciences, all funded from the Fund’s working capital. Ownership percentages are calculated using 98,449,606 shares outstanding as of May 8, 2026, plus the 2,358,048 new ATM shares issued to the Fund.

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Insights

RA Capital modestly increases its already large stake in Solid Biosciences.

RA Capital and related entities now report beneficial ownership of 12,036,126 Solid Biosciences shares, or 11.9% of the company. The position is primarily held in RA Capital Healthcare Fund, with RA Capital acting as investment adviser across the pooled vehicles and managed account.

The filing details fresh buying: on June 18, 2026 the Fund acquired 338,100 shares in the open market around $8.30 per share, then on June 22, 2026 it bought 2,358,048 shares at $8.20 in an at-the-market issuance by Solid. These are cash purchases funded from the Fund’s working capital.

The disclosure also highlights pre-funded warrants exercisable for up to 8,178,412 shares, constrained by a Beneficial Ownership Blocker that caps the Fund at 9.99% direct ownership. Actual impact on Solid’s share dynamics will depend on any future warrant exercises and additional transactions, which would appear in subsequent ownership updates.

RA Capital beneficial ownership 12,036,126 shares Aggregate common stock beneficially owned, representing 11.9% of class
Ownership percentage 11.9% Percent of Solid Biosciences common stock represented by 12,036,126 shares
Fund direct holdings 11,897,896 shares Common stock directly held by RA Capital Healthcare Fund, 11.8% of class
Pre-funded warrants size 8,178,412 shares Maximum SLDB shares issuable upon exercise of pre-funded warrants held by the Fund
Open-market purchase 338,100 shares at ~$8.30 June 18, 2026 purchases, prices $8.25–$8.35, weighted-average $8.30
ATM offering purchase 2,358,048 shares at $8.20 June 22, 2026 purchase by the Fund in issuer’s at-the-market offering
Shares outstanding baseline 98,449,606 shares Solid Biosciences common stock outstanding as of May 8, 2026 from Form 10-Q
Beneficial Ownership Blocker limit 9.99% Cap on direct ownership for pre-funded warrant exercises by the Fund
Schedule 13D/A regulatory
"This Amendment No. 13 (this "Amendment No. 13" or this "/A") amends and supplements the statement on originally filed..."
A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.
pre-funded warrants financial
"pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 8,178,412 shares of common stock directly held by the Fund."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Blocker regulatory
"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise..."
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
at-the-market offering financial
"On June 22, 2026, the Fund purchased 2,358,048 shares of common stock in an at-the-market offering by the Issuer (the "ATM Offering")..."
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
beneficial owner regulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund..."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
investment adviser financial
"RA Capital serves as investment adviser for each of the Fund, the Nexus Fund and the Account..."
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
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Learn about SEC filing dates





83422E204

(CUSIP Number)
Peter Kolchinsky
RA Capital Management, L.P., 200 Berkeley Street, 18th Floor
Boston, MA, 02116
617.778.2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/22/2026

(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).




schemaVersion:


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


RA Capital Management, L.P.
Signature:/s/ Peter Kolchinsky
Name/Title:By Peter Kolchinsky, Authorized Signatory
Date:06/24/2026
Peter Kolchinsky
Signature:/s/ Peter Kolchinsky
Name/Title:Peter Kolchinsky
Date:06/24/2026
Rajeev Shah
Signature:/s/ Rajeev Shah
Name/Title:Rajeev Shah
Date:06/24/2026
RA Capital Healthcare Fund, L.P.
Signature:/s/ Peter Kolchinsky
Name/Title:By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:06/24/2026

FAQ

How much of Solid Biosciences (SLDB) does RA Capital now beneficially own?

RA Capital and related entities report beneficial ownership of 12,036,126 Solid Biosciences shares, representing 11.9% of the company’s common stock. This percentage is based on 98,449,606 shares outstanding as of May 8, 2026, plus 2,358,048 new shares issued in an ATM.

What new Solid Biosciences (SLDB) share purchases did RA Capital make in June 2026?

In June 2026, RA Capital Healthcare Fund bought 338,100 SLDB shares in open-market trades at prices from $8.25 to $8.35 and 2,358,048 shares at $8.20 each in an at-the-market offering by Solid Biosciences, paid from the Fund’s working capital.

What are the pre-funded warrants RA Capital holds in Solid Biosciences (SLDB)?

RA Capital Healthcare Fund holds pre-funded warrants exercisable for up to 8,178,412 SLDB shares. A Beneficial Ownership Blocker prevents exercising these warrants if doing so would push the Fund and its affiliates above 9.99% of Solid Biosciences’ outstanding common stock.

How is RA Capital’s 11.9% ownership in Solid Biosciences (SLDB) calculated?

The 11.9% figure uses 98,449,606 SLDB shares outstanding as of May 8, 2026, reported in Solid’s Form 10-Q, plus 2,358,048 shares issued to RA Capital’s Fund in an at-the-market offering on June 22, 2026.

Who are the reporting persons in the Solid Biosciences (SLDB) Schedule 13D/A?

The Schedule 13D/A is filed on behalf of RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky, and Rajeev Shah. RA Capital serves as investment adviser to the funds and account holding SLDB securities, with Kolchinsky and Shah managing RA Capital.

Does RA Capital fully control the Solid Biosciences (SLDB) shares held by its funds?

RA Capital has been delegated sole voting and dispositive power over SLDB shares held by RA Capital Healthcare Fund and RA Capital Nexus Fund. The funds disclaim beneficial ownership because they have divested voting and investment power and cannot revoke this delegation on less than 61 days’ notice.