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Seaport Therapeutics (SPTX) gains 11.5% shareholder stake from General Atlantic

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

Rhea-AI Filing Summary

General Atlantic and affiliated funds filed a Schedule 13D disclosing beneficial ownership of 6,101,582 shares of Seaport Therapeutics common stock, representing 11.5% of the company. This stake reflects both pre‑IPO preferred holdings and new IPO purchases.

At the IPO closing, 10,526,315 shares of Series B convertible preferred stock held by General Atlantic (SP), L.P. automatically converted into 3,351,582 common shares, and GA SP purchased an additional 2,750,000 common shares at $18.00 per share. Multiple General Atlantic entities are treated as a coordinated “group” with shared voting and dispositive power over the position.

The filing states the investment is for general investment purposes but notes the group may engage with management and other shareholders and could increase, reduce, or hedge its position over time. GA SP is also party to a customary 180‑day IPO lock‑up, limiting sales and certain hedging transactions through late October 2026.

Positive

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Insights

General Atlantic discloses an 11.5% Seaport stake with scope for active engagement.

General Atlantic and affiliated vehicles report beneficial ownership of 6,101,582 Seaport Therapeutics shares, or 11.5% of the company’s 53,027,817 outstanding shares as of the IPO. The stake combines conversion of Series B preferred stock and a $18.00-per-share IPO purchase.

Because this is a Schedule 13D rather than a 13G, it signals the investor is reserving flexibility to be more than purely passive. The filing explicitly contemplates discussions with management and the board about strategy, capital structure and other corporate matters, while not committing to any specific plan.

The position is subject to a 180‑day lock-up agreement running from May 1, 2026, limiting sales and hedging until around late October 2026. Any future changes in ownership, board involvement, or use of the registration rights referenced in the Investors’ Rights Agreement would likely appear in subsequent SEC filings.

Beneficial ownership 6,101,582 shares Common stock beneficially owned by reporting group
Ownership percentage 11.5% Percent of Seaport common stock outstanding
Shares outstanding 53,027,817 shares Common stock outstanding as of May 4, 2026
Series B preferred converted 10,526,315 shares Series B preferred converting into common at IPO
Common from conversion 3,351,582 shares Common stock received from automatic conversion
IPO common purchased 2,750,000 shares Shares bought in IPO by GA SP
IPO purchase price $18.00 per share Price paid by GA SP in IPO
IPO lock-up length 180 days Lock-up from May 1, 2026 final prospectus date
Schedule 13D regulatory
"This Statement is being filed by a "group," as defined in Rule 13d-5..."
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 ownership financial
"This Statement relates to the beneficial ownership of the Reporting Persons..."
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.
lock-up agreement regulatory
"GA SP entered into a customary lock-up agreement with the underwriters in the IPO..."
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
demand registration regulatory
"the Reporting Persons are entitled to certain customary demand registration and piggyback registration rights..."
Demand registration is when a company files the legal paperwork to allow certain existing shareholders to sell their shares publicly at the shareholders’ request. Think of it like the company unlocking a door so holders can sell large blocks of stock; it increases the number of shares available to trade and can affect liquidity and short‑term share price. Investors watch these filings because they signal potential insider selling and change supply dynamics in the market.
piggyback registration rights regulatory
"entitled to certain customary demand registration and piggyback registration rights..."
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
alternative investment fund manager financial
"GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. as the alternative investment fund manager..."
An alternative investment fund manager is a firm or individual that runs pooled investment vehicles that buy non-traditional assets—such as private equity, hedge funds, real estate, commodities or infrastructure—rather than publicly traded stocks and bonds. Investors care because these managers seek higher or different types of returns and risks, charge specialized fees, and often use less liquid strategies, so they can materially affect portfolio risk, return and access to opportunities.





81221K108

(CUSIP Number)
Michael Gosk
c/o General Atlantic Service Company, LP, 55 East 52nd Street, 33rd Floor
New York, NY, 10055
(212) 715-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/04/2026

(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).




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SCHEDULE 13D


General Atlantic, L.P.
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director
Date:05/11/2026
General Atlantic (SPV) GP, LLC
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., its sole member
Date:05/11/2026
General Atlantic Partners 100, L.P.
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., the general partner of General Atlantic GenPar, L.P., its general partner
Date:05/11/2026
General Atlantic (SP), L.P.
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., the sole member of General Atlantic (SPV) GP, LLC, its general partner
Date:05/11/2026
General Atlantic Partners (Lux) SCSp
Signature:/s/ Ingrid van der Hoorn
Name/Title:Ingrid van der Hoorn, Manager A of General Atlantic (Lux) S.a r.l., the general partner of General Atlantic GenPar (Lux) SCSp, its general partner
Date:05/11/2026
Signature:/s/ William Blackwell
Name/Title:William Blackwell, Manager B of General Atlantic (Lux) S.a r.l., the general partner of General Atlantic GenPar (Lux) SCSp, its general partner
Date:05/11/2026
General Atlantic GenPar, L.P.
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., its general partner
Date:05/11/2026
GAP Coinvestments III, LLC
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., its managing member
Date:05/11/2026
GAP Coinvestments IV, LLC
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., its managing member
Date:05/11/2026
GAP Coinvestments V, LLC
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., its managing member
Date:05/11/2026
GAP Coinvestments CDA, L.P.
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of General Atlantic, L.P., its general partner
Date:05/11/2026
General Atlantic GenPar (Lux) SCSp
Signature:/s/ Ingrid van der Hoorn
Name/Title:Ingrid van der Hoorn, Manager A of General Atlantic (Lux) S.a r.l., its general partner
Date:05/11/2026
Signature:/s/ William Blackwell
Name/Title:William Blackwell, Manager B of General Atlantic (Lux) S.a r.l., its general partner
Date:05/11/2026
General Atlantic (Lux) S.a r.l.
Signature:/s/ Ingrid van der Hoorn
Name/Title:Ingrid van der Hoorn, Manager A
Date:05/11/2026
Signature:/s/ William Blackwell
Name/Title:William Blackwell, Manager B
Date:05/11/2026
General Atlantic GenPar (Bermuda), L.P.
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, the general partner of GAP (Bermuda) L.P., its general partner
Date:05/11/2026
GAP (Bermuda) L.P.
Signature:/s/ Michael Gosk
Name/Title:Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, its general partner
Date:05/11/2026

FAQ

How many Seaport Therapeutics (SPTX) shares does General Atlantic beneficially own?

General Atlantic and its affiliated funds report beneficial ownership of 6,101,582 shares of Seaport Therapeutics common stock. This represents 11.5% of the company’s 53,027,817 outstanding shares as of May 4, 2026, based on the company’s IPO prospectus.

What percentage of Seaport Therapeutics (SPTX) does General Atlantic’s group control?

The reporting group led by General Atlantic states beneficial ownership of 11.5% of Seaport Therapeutics’ common stock. This percentage is calculated using 53,027,817 outstanding shares, as disclosed in Seaport’s Rule 424(b)(4) IPO prospectus dated May 1, 2026.

How did General Atlantic acquire its Seaport Therapeutics (SPTX) stake?

General Atlantic (SP), L.P. first held 10,526,315 Series B convertible preferred shares, which automatically converted into 3,351,582 common shares at the IPO. It then purchased an additional 2,750,000 common shares in the IPO at $18.00 per share using capital from associated funds.

Why did General Atlantic file a Schedule 13D for Seaport Therapeutics (SPTX)?

The group filed a Schedule 13D because on May 4, 2026 it acquired common shares representing more than 2% of the outstanding stock over twelve months. This made it ineligible to continue reporting on Schedule 13G, which is reserved for certain passive or exempt holders.

Is General Atlantic subject to a lock-up on its Seaport Therapeutics (SPTX) shares?

Yes. General Atlantic (SP), L.P. entered a lock-up agreement with the IPO underwriters. From April 30, 2026 until 180 days after May 1, 2026, it generally may not sell, hedge, or demand registration of Seaport common stock, subject to customary exceptions and affiliate transfers.

What future actions does General Atlantic’s Seaport Therapeutics (SPTX) filing contemplate?

The filing says the stake is for investment purposes but allows flexibility. General Atlantic may discuss strategy with management and other shareholders and could buy more shares, sell shares, or enter derivatives on Seaport stock, depending on performance, market conditions, and other opportunities.