Tharimmune, Inc. Passive Investment Disclosure (>5%)

ARK Investment Management LLC and Catherine D. Wood report beneficial ownership of 3,252,033 shares of Tharimmune, Inc. common stock, representing 8.92% of the class as of 12/31/2025.

Accepted by SEC EDGAR 02/03/2026 - 11:39 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ARK Investment Management LLC and Catherine D. Wood report beneficial ownership of 3,252,033 shares of Tharimmune, Inc. common stock, representing 8.92% of the class as of 12/31/2025.

ARK has sole power to vote and dispose of these 3,252,033 shares. Catherine Wood is reported with shared voting and dispositive power over the same shares. The securities are stated to be acquired and held in the ordinary course of business, not for changing or influencing control of Tharimmune.

Insights

Equity ownership analyst

ARK and Catherine Wood report a passive 8.92% stake in Tharimmune.

ARK Investment Management LLC and Catherine D. Wood disclose beneficial ownership of 3,252,033 Tharimmune common shares, or 8.92% of the class as of 12/31/2025. This crosses the 5% threshold that requires a Schedule 13G filing.

ARK holds sole voting and dispositive power over the shares, while Catherine Wood has shared voting and dispositive power, reflecting her control role at ARK. The certification states the position was acquired and is held in the ordinary course of business, and not to change or influence control of Tharimmune.

The filing characterizes this as a passive investment rather than an activist position. Future ownership reports and company filings may provide additional context on any changes in this stake or related governance developments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Tharimmune, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

432705309

(CUSIP Number)

12/31/2025

(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. 432705309

1

Names of Reporting Persons

ARK Investment Management 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 3,252,033.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,252,033.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,252,033.00

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)

8.92 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 432705309

1

Names of Reporting Persons

Catherine D. Wood

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 3,252,033.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,252,033.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,252,033.00

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)

8.92 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tharimmune, Inc.
(b)	Address of issuer's principal executive offices: 34 Shrewsbury Avenue Suite 1C Red Bank, NJ, 07701
Item 2.
(a)	Name of person filing: (i) ARK Investment Management LLC ("ARK") (ii) Catherine D. Wood
(b)	Address or principal business office or, if none, residence: ARK and Catherine D. Wood: 200 Central Avenue, St. Petersburg, FL 33701
(c)	Citizenship: (i) ARK: Delaware (ii) Catherine D. Wood: United States
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 432705309
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: ARK and Catherine D. Wood: 3,252,033
(b)	Percent of class: ARK and Catherine D. Wood: 8.92
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) ARK: 3,252,033 (ii) Catherine D. Wood: 0
	(ii) Shared power to vote or to direct the vote: (i) ARK: 0 (ii) Catherine D. Wood: 3,252,033
	(iii) Sole power to dispose or to direct the disposition of: (i) ARK: 3,252,033 (ii) Catherine D. Wood: 0
	(iv) Shared power to dispose or to direct the disposition of: (i) ARK: 0 (ii) Catherine D. Wood: 3,252,033
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. No client of ARK Investment Management LLC currently has an interest in the securities reported herein in excess of 5 percent except ARK Venture Fund, a Delaware statutory trust.
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 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.

ARK Investment Management LLC

Signature:	/s/ Kellen Carter
Name/Title:	Kellen Carter, Chief Compliance Officer
Date:	02/03/2026

Catherine D. Wood

Signature:	/s/ Catherine D. Wood
Name/Title:	Catherine D. Wood, Chief Executive Officer, Chief Investment Officer
Date:	02/03/2026