SPYRE THERAPEUTICS, INC. Schedule 13G: Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund report beneficial ownership of 4,319,496 shares of Common Stock, representing 5.0% of the class. The filing states the outstanding share count as 85,664,811 shares as reported in a prospectus supplement filed April 16, 2026. Perceptive Life Sciences Master Fund directly holds the shares; Perceptive Advisors and Mr. Edelman disclose shared voting and dispositive power as investment manager and managing member, respectively.
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Insights
Perceptive Group discloses a 5% stake in Spyre via shared dispositive power.
The filing lists 4,319,496 shares held directly by Perceptive Life Sciences Master Fund and attributes beneficial ownership to Perceptive Advisors and Joseph Edelman through managerial relationships. The position equals 5.0% of the reported outstanding shares (85,664,811 as of April 16, 2026).
As a Schedule 13G, this is a passive ownership disclosure under the applicable rules; subsequent Schedule 13D or Form 4 filings would be necessary to indicate activist intent or transactions. Future filings may update percent ownership if share count or holdings change.
Filing follows joint beneficial-ownership disclosure conventions for institutional investors.
The report shows shared voting and shared dispositive power of 4,319,496 shares, signed by Joseph Edelman. It references the issuer's prospectus supplement for the 85,664,811 shares outstanding basis.
Disclosure mechanics appear standard: names, addresses, citizenships, and signature included. Stakeholders should watch for any amendments or a Schedule 13D if the group's intent changes.
Key Figures
Shares beneficially owned:4,319,496 sharesPercent of class:5.0%Shares outstanding:85,664,811 shares
3 metrics
Shares beneficially owned4,319,496 sharesDirectly held by Perceptive Life Sciences Master Fund
Percent of class<percent>5.0%</percent>Reported ownership percentage
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownershipregulatory
"Amount beneficially owned: The information required by this item"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerregulatory
"Shared dispositive power 4,319,496.00"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SPYRE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 Par Value Per Share
(Title of Class of Securities)
00773J202
(CUSIP Number)
04/15/2026
(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)
5.0 %
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)
5.0 %
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)
5.0 %
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 Number(s):
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 85,664,811 shares of Common Stock outstanding, as reported in the Issuer's prospectus supplement filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on April 16, 2026, giving effect to the exercise of the underwriters' option as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2026.
The Master Fund directly holds 4,319,496 shares of Common Stock. Perceptive Advisors serves as the investment manager to 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: 5.0%
Mr. Edelman: 5.0%
Master Fund: 5.0%
(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.
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 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.
What stake does Perceptive Advisors hold in Spyre Therapeutics (SYRE)?
Perceptive Advisors and affiliated entities report beneficial ownership of 4,319,496 shares, equal to 5.0% of the class based on 85,664,811 outstanding shares as of April 16, 2026.
Who directly owns the 4,319,496 shares reported in the Schedule 13G?
The Perceptive Life Sciences Master Fund, Ltd. directly holds the 4,319,496 shares; Perceptive Advisors and Joseph Edelman report beneficial ownership through managerial and membership relationships.
Does this Schedule 13G indicate activist intent by Perceptive?
No. The Schedule 13G format typically indicates passive institutional ownership. Any change in intent would likely trigger a Schedule 13D or additional disclosures.
What voting and disposition powers are reported for the shares?
The filing reports 0 sole voting/dispositive power and 4,319,496 shared voting and shared dispositive power for each Reporting Person.
