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RA Capital boosts Acrivon (ACRV) stake to 28.8% after ATM share buy

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

Rhea-AI Filing Summary

RA Capital Management and related parties report owning 12,284,906 shares of Acrivon Therapeutics, or 28.8% of the common stock. This follows the RA Capital Healthcare Fund’s purchase of 3,888,888 shares in an at-the-market offering at $1.80 per share for $6,999,998.40 in cash.

The ownership includes 11,803,094 shares held by the Fund, 426,302 shares held by RA Capital Nexus Fund II, L.P., and 55,510 vested stock options held by Dr. DiRocco for the benefit of RA Capital. The ownership percentages are based on 38,744,446 shares outstanding as of March 16, 2026 plus the new ATM shares and exercisable options.

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Insights

RA Capital increases its Acrivon stake to a near 29% holding.

RA Capital and affiliated entities now beneficially own 12,284,906 Acrivon shares, representing 28.8% of the common stock. This includes a recent at-the-market purchase of 3,888,888 shares at $1.80 per share for total cash consideration of $6,999,998.40.

The Fund’s position of 11,803,094 shares alone equals 27.7% of the company. The filing describes delegated voting and investment authority structures, with RA Capital holding decision-making power while certain funds disclaim beneficial ownership for Section 13(d) purposes.

The updated percentages are calculated against 38,744,446 shares outstanding as of March 16, 2026, plus the new ATM issuance and options exercisable within 60 days. Future ownership levels will depend on any additional transactions disclosed in subsequent beneficial ownership updates.

Total beneficial ownership 12,284,906 shares Shares of Acrivon common stock beneficially owned by reporting persons
Ownership percentage 28.8% Portion of Acrivon common stock beneficially owned by reporting persons
Fund direct holdings 11,803,094 shares Acrivon shares held directly by RA Capital Healthcare Fund, L.P.
Fund ownership percentage 27.7% Acrivon common stock represented by Fund’s direct holdings
ATM shares purchased 3,888,888 shares Shares bought by the Fund in at-the-market offering on April 22, 2026
Purchase price per share $1.80 per share Price paid in the at-the-market offering
Total ATM consideration $6,999,998.40 Cash paid by the Fund for 3,888,888 shares in ATM offering
Shares outstanding baseline 38,744,446 shares Acrivon shares outstanding as of March 16, 2026 used for percentage calculation
Schedule 13D regulatory
"the statement on originally filed with the Securities and Exchange Commission (the "SEC") on November 28, 2022"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficial owner regulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
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.
at-the-market offering financial
"purchased 3,888,888 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.
stock options financial
"a total of 55,510 vested stock options (right to buy) held by Dr. DiRocco"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
Section 13(d) of the Act regulatory
"for purposes of Section 13(d) of the Act, of any securities of the Issuer"
investment adviser financial
"RA Capital serves as investment adviser for each of the Fund and the Nexus Fund II"
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.





004890109

(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)
04/22/2026

(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:04/23/2026
Peter Kolchinsky
Signature:/s/ Peter Kolchinsky
Name/Title:Peter Kolchinsky
Date:04/23/2026
Rajeev Shah
Signature:/s/ Rajeev Shah
Name/Title:Rajeev Shah
Date:04/23/2026
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:04/23/2026

FAQ

How many Acrivon Therapeutics (ACRV) shares does RA Capital now beneficially own?

RA Capital and its related reporting persons beneficially own 12,284,906 Acrivon common shares. This stake reflects holdings across RA Capital Healthcare Fund, RA Capital Nexus Fund II, L.P., and vested stock options held for RA Capital’s benefit, as disclosed in the amended Schedule 13D filing.

What percentage of Acrivon Therapeutics (ACRV) does RA Capital’s group control?

The reporting group led by RA Capital reports beneficial ownership of 28.8% of Acrivon’s common stock. This percentage is calculated using 38,744,446 shares outstanding as of March 16, 2026, plus the newly issued at-the-market shares and stock options exercisable within 60 days.

What new Acrivon (ACRV) shares did RA Capital Healthcare Fund purchase?

On April 22, 2026, RA Capital Healthcare Fund purchased 3,888,888 Acrivon common shares in an at-the-market offering at $1.80 per share. The total cash consideration was $6,999,998.40, funded from the Fund’s working capital according to the Schedule 13D/A disclosure.

How large is RA Capital Healthcare Fund’s direct position in Acrivon (ACRV)?

RA Capital Healthcare Fund directly holds 11,803,094 Acrivon common shares. This position represents 27.7% of the company’s common stock, based on the share count framework detailed in the filing, and forms the core of the reporting persons’ aggregated beneficial ownership stake.

How is RA Capital’s Acrivon (ACRV) ownership structure organized across entities?

The ownership includes 11,803,094 shares held by RA Capital Healthcare Fund, 426,302 shares held by RA Capital Nexus Fund II, L.P., and 55,510 vested stock options held by Dr. DiRocco for RA Capital’s benefit. RA Capital has delegated voting and investment authority over these portfolios.

What share count did the filing use to calculate RA Capital’s Acrivon (ACRV) ownership percentage?

The filing bases percentage ownership on 38,744,446 Acrivon shares outstanding as of March 16, 2026, as reported in the company’s Form 10-K, plus 3,888,888 new shares issued in the at-the-market offering and stock options exercisable within 60 days of the amendment.