EcoR1 discloses 6.8% Voyager Therapeutics (VYGR) ownership stake

Rhea-AI Filing Summary

EcoR1 Capital and affiliates reported a sizable ownership position in Voyager Therapeutics, Inc. common stock. EcoR1 Capital, LLC and its control person Oleg Nodelman each beneficially own 4,002,847 shares, representing 6.8% of Voyager’s common stock. EcoR1 Capital Fund Qualified, L.P. directly holds 3,756,988 shares, or 6.4% of the class.

The filing shows no sole voting or dispositive power; all authority is shared among the reporting persons. They state the shares were acquired and are held in the ordinary course of business and not for the purpose, or with the effect, of changing or influencing control of Voyager Therapeutics.

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Accepted by SEC EDGAR 02/17/2026 - 06:21 PM Learn about SEC filing dates

FAQ

What ownership stake in Voyager Therapeutics (VYGR) did EcoR1 report?

EcoR1 Capital, LLC and Oleg Nodelman each reported beneficial ownership of 4,002,847 Voyager Therapeutics common shares, representing 6.8% of the class. This stake reflects both existing outstanding shares and shares issued upon exercise of prefunded warrants.

How many Voyager Therapeutics (VYGR) shares does EcoR1 Capital Fund Qualified, L.P. hold?

EcoR1 Capital Fund Qualified, L.P. reported beneficial ownership of 3,756,988 Voyager Therapeutics common shares, equal to 6.4% of the outstanding class. The percentage is calculated against 58,932,628 total shares of common stock outstanding.

How did the reporting persons calculate their percentage ownership in Voyager Therapeutics (VYGR)?

The reported percentages are based on 58,932,628 Voyager Therapeutics common shares outstanding. This figure includes 55,600,084 shares outstanding on November 3, 2025, plus 3,332,544 shares issued to the reporting persons upon exercise of prefunded warrants.

Do EcoR1 and Oleg Nodelman have sole voting or dispositive power over VYGR shares?

The filing states they have no sole voting or dispositive power over Voyager shares. EcoR1, Oleg Nodelman, and the Qualified Fund only have shared voting and shared dispositive power over the reported common stock positions.

Are EcoR1 and related parties seeking to influence control of Voyager Therapeutics (VYGR)?

The reporting persons certify the securities were acquired and are held in the ordinary course of business. They state they were not acquired, and are not held, for changing or influencing control of Voyager or for any control-related transaction.

What roles do EcoR1 and Oleg Nodelman play in relation to the Voyager Therapeutics (VYGR) stake?

EcoR1 Capital, LLC acts as general partner and investment adviser to funds including the Qualified Fund. Oleg Nodelman is the control person of EcoR1, and both he and EcoR1 disclaim beneficial ownership beyond their pecuniary interests.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Voyager Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92915B106

(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. 92915B106

1

Names of Reporting Persons

EcoR1 Capital, 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 4,002,847.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,002,847.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,002,847.00

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)

6.8 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Percentage calculated based on 58,932,628 shares of Common Stock oustanding, consisting of (1) 55,600,084 shares of Common Stock outstanding on November 3, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025, and (2) 3,332,544 shares of Common Stock issued to the reporting persons on exercise of prefunded warrants.

SCHEDULE 13G

CUSIP No. 92915B106

1

Names of Reporting Persons

Oleg Nodelman

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 4,002,847.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,002,847.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,002,847.00

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)

6.8 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Percentage calculated based on 58,932,628 shares of Common Stock outstanding, consisting of (1) 55,600,084 shares of Common Stock outstanding on November 3, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025, and (2) 3,332,544 shares of Common Stock issued to the reporting persons on exercise of prefunded warrants.

SCHEDULE 13G

CUSIP No. 92915B106

1

Names of Reporting Persons

EcoR1 Capital Fund Qualified, L.P.

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 3,756,988.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,756,988.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,756,988.00

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)

6.4 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Percentage calculated based on 58,932,628 shares of Common Stock outstanding, consisting of (1) 55,600,084 shares of Common Stock outstanding on November 3, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2025, and (2) 3,332,544 shares of Common Stock issued to the reporting persons on exercise of prefunded warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Voyager Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 75 Hayden Avenue, Lexington, MA 02421
Item 2.
(a)	Name of person filing: EcoR1 Capital, LLC, a Delaware limited liability company ("EcoR1") EcoR1 Capital Fund Qualified, L.P., a Delaware limited partnership ("Qualified Fund") Oleg Nodelman Qualified Fund is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13G on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13G. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
(b)	Address or principal business office or, if none, residence: 357 Tehama Street #3 San Francisco, CA 94103
(c)	Citizenship: See Item 4 of the cover sheet for each reporting person.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 92915B106
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: EcoR1: 4,002,847 Oleg Nodelman: 4,002,847 Qualified Fund: 3,756,988
(b)	Percent of class: EcoR1: 6.8% Oleg Nodelman: 6.8% Qualified Fund: 6.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: EcoR1: 0 Oleg Nodelman: 0 Qualified Fund: 0
	(ii) Shared power to vote or to direct the vote: EcoR1: 4,002,847 Oleg Nodelman: 4,002,847 Qualified Fund: 3,756,988
	(iii) Sole power to dispose or to direct the disposition of: EcoR1: 0 Oleg Nodelman: 0 Qualified Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: EcoR1: 4,002,847 Oleg Nodelman: 4,002,847 Qualified Fund: 3,756,988
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. EcoR1 is the general partner and investment adviser of investment funds, including Qualified Fund. Mr. Nodelman is the control person of EcoR1.
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. 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.

EcoR1 Capital, LLC

Signature:	/s/ Oleg Nodelman
Name/Title:	Manager
Date:	02/13/2026

Oleg Nodelman

Signature:	/s/ Oleg Nodelman
Name/Title:	Reporting person
Date:	02/13/2026

EcoR1 Capital Fund Qualified, L.P.

Signature:	/s/ Oleg Nodelman
Name/Title:	Manager of the General Partner, EcoR1 Capital, LLC
Date:	02/13/2026

Exhibit Information

EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G