[SCHEDULE 13G/A] Spyre Therapeutics, Inc. Amended Passive Investment Disclosure
Perceptive Advisors holds 4.9% of Spyre Therapeutics
Spyre Therapeutics, Inc. has an institutional holder group led by Perceptive Advisors LLC reporting beneficial ownership of 4,319,496 shares of common stock.
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Spyre Therapeutics, Inc. has an institutional holder group led by Perceptive Advisors LLC reporting beneficial ownership of 4,319,496 shares of common stock. This represents 4.9% of the outstanding shares, based on 88,173,762 shares of common stock outstanding as of July 28, 2026.
The shares are held directly by Perceptive Life Sciences Master Fund, Ltd., while Perceptive Advisors LLC, as investment manager, and Joseph Edelman, as managing member of Perceptive Advisors, may be deemed to share voting and dispositive power over these shares. Each reporting person reports shared voting and dispositive power over 4,319,496 shares and no sole voting or dispositive power, and confirms ownership of 5 percent or less of this class.
Key Figures
Shares beneficially owned:4,319,496 sharesOwnership percentage:4.9%Shares outstanding:88,173,762 shares+2 more
5 metrics
Shares beneficially owned4,319,496 sharesCommon stock of Spyre Therapeutics beneficially owned by each reporting person
Ownership percentage4.9%Percentage of Spyre Therapeutics common stock class held by each reporting person
Shares outstanding88,173,762 sharesSpyre Therapeutics common stock outstanding as of July 28, 2026
Shared voting power4,319,496 sharesShares over which each reporting person has shared voting power
Sole voting power0 sharesShares over which each reporting person has sole voting power
Key Terms
beneficially own, shared voting power, dispositive power, Ownership of 5 percent or less of a class, +1 more
5 terms
beneficially ownfinancial
"may be deemed to beneficially own the shares held by the Master Fund"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared voting powerfinancial
"Shared Voting Power 4,319,496.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 4,319,496.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Ownership of 5 percent or less of a classregulatory
"Item 5. | Ownership of 5 Percent or Less of a Class."
CUSIP No.financial
"CUSIP No.: 00773J202"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Spyre Therapeutics (SYRE) does Perceptive Advisors report owning?
Perceptive Advisors and related reporting persons report beneficial ownership of 4.9% of Spyre Therapeutics’ common stock. This stake corresponds to 4,319,496 shares, calculated against 88,173,762 shares outstanding as of July 28, 2026.
How many Spyre Therapeutics (SYRE) shares are held by Perceptive Life Sciences Master Fund, Ltd.?
Perceptive Life Sciences Master Fund, Ltd. directly holds 4,319,496 shares of Spyre Therapeutics common stock. Perceptive Advisors LLC serves as its investment manager, and Joseph Edelman is the managing member of Perceptive Advisors, each potentially sharing voting and dispositive power over these shares.
What is the total number of Spyre Therapeutics (SYRE) shares outstanding used for the 4.9% calculation?
The reported 4.9% ownership is based on 88,173,762 shares of Spyre Therapeutics common stock outstanding as of July 28, 2026. This outstanding share count was referenced from the company’s Quarterly Report on Form 10-Q filed on August 4, 2026.
Who are the reporting persons in the Spyre Therapeutics (SYRE) Schedule 13G/A filing?
The reporting persons are Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd.. The Master Fund holds the shares directly, while Perceptive Advisors and Joseph Edelman may be deemed to beneficially own the same shares through management and control roles.
Does Perceptive Advisors have sole or shared voting power over Spyre Therapeutics (SYRE) shares?
Perceptive Advisors reports 0 shares with sole voting power and 4,319,496 shares with shared voting power. The same 4,319,496 shares are also reported as having shared dispositive power, reflecting its role as investment manager of the Master Fund.
What does “ownership of 5 percent or less” mean in the Spyre Therapeutics (SYRE) filing?
The filing confirms the reporting group owns 5 percent or less of Spyre Therapeutics’ common stock, specifically 4.9%. This indicates their stake is below the 5% threshold that often triggers additional reporting or regulatory considerations for large shareholders.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SPYRE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 Par Value Per Share
(Title of Class of Securities)
00773J202
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00773J202
1
Names of Reporting Persons
Perceptive Advisors 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,319,496.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,319,496.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,319,496.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
00773J202
1
Names of Reporting Persons
Joseph Edelman
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
4,319,496.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,319,496.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,319,496.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
00773J202
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,319,496.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,319,496.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,319,496.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SPYRE THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
221 Crescent Street Building 23, Suite 105, Waltham, MA 02453
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to the Common Stock, $0.0001 Par Value Per Share (the "Common Stock") of SPYRE THERAPEUTICS, INC. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(d)
Title of class of securities:
Common Stock, $0.0001 Par Value Per Share
(e)
CUSIP No.:
00773J202
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:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 88,173,762 shares of Common Stock outstanding as of July 28, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2026.
Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock. The Master Fund directly holds 4,319,496 shares of Common Stock. Perceptive Advisors serves as the investment manager of the Master Fund and may be deemed to beneficially own the shares held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the shares held by the Master Fund.
(b)
Percent of class:
Perceptive Advisors: 4.9%
Mr. Edelman: 4.9%
Master Fund: 4.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 4,319,496
Mr. Edelman: 4,319,496
Master Fund: 4,319,496
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 4,319,496
Mr. Edelman: 4,319,496
Master Fund: 4,319,496
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
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 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.
