Deep Track entities report 3.6M shares in Tarsus (NASDAQ: TARS)

Rhea-AI Filing Summary

Tarsus Pharmaceuticals, Inc. Schedule 13G/A amendment reports that Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd. and David Kroin each beneficially own 3,600,000 shares of Common Stock, representing 8.46%, as of March 31, 2026.

The filing states the beneficial ownership percentages are calculated using 42,557,492 shares outstanding as of February 17, 2026 per the issuer's 10-K. The filing is a joint statement by the reporting persons and identifies Deep Track Capital, LP as the relevant entity for control relationships.

Insights

Institutional Ownership Analyst

Major shareholder group reports an 8.46% stake in Tarsus.

The filing shows 3,600,000 shares held with shared voting and dispositive power among Deep Track entities and David Kroin. The ownership percentage is tied to an outstanding share base of 42,557,492 as reported in the issuer's 10-K.

Future disclosure activity by these holders could affect visible ownership filings; subsequent amendments will be filed jointly per the statement.

Corporate Governance Specialist

Joint filing clarifies control relationships and filing responsibilities.

The Schedule 13G/A identifies Deep Track Capital, LP as the relevant entity for which David Kroin may be considered a control person and includes a joint filing statement under Rule 13d-1(k). Signatures show the reporting persons accept joint amendment obligations.

Cash‑flow treatment or planned transactions are not stated in the excerpt; subsequent filings will disclose any changes.

Key Figures

Beneficial ownership: 3,600,000 shares Percent of class: 8.46% Shares outstanding used: 42,557,492 shares

3 metrics

Beneficial ownership 3,600,000 shares Amount beneficially owned as of March 31, 2026

Percent of class 8.46% Percent of Common Stock calculated using stated outstanding shares

Shares outstanding used 42,557,492 shares Outstanding as of February 17, 2026 per issuer 10-K

Key Terms

Schedule 13G/A, Beneficial ownership, Joint filing statement

3 terms

Schedule 13G/A regulatory

"Schedule 13G/A amendment reporting beneficial ownership (cover lines)"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficial ownership financial

"Amount beneficially owned: 3,600,000 (Item 4)"

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.

Joint filing statement regulatory

"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"

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

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Accepted by SEC EDGAR 05/15/2026 - 08:46 AM Learn about SEC filing dates

FAQ

What stake does Deep Track Capital report in TARS?

Deep Track reports beneficial ownership of 3,600,000 shares, equal to 8.46% of Tarsus Common Stock as of March 31, 2026. The stake is calculated using 42,557,492 shares outstanding reported in the issuer's 10-K dated February 17, 2026.

Who filed the Schedule 13G/A amendment for TARS?

The amendment was filed jointly by Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin. The filing identifies Deep Track Capital, LP as the relevant entity for control purposes and includes joint signature attestations dated May 15, 2026.

How was the ownership percentage for TARS calculated?

The filing states the 8.46% figure is based on 42,557,492 Common Stock outstanding as of February 17, 2026, per the issuer's 10-K. The reporting persons reference that outstanding share count for their percentage calculation.

Does the Schedule 13G/A show voting or dispositive power?

Each reporting person lists 0 sole voting and dispositive power and 3,600,000 shared voting and dispositive power. The filing therefore attributes shared control over the reported 3,600,000 shares among the named reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Tarsus Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

87650L103

(CUSIP Number)

03/31/2026

(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): 87650L103

1

Names of Reporting Persons

Deep Track Capital, LP

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 3,600,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,600,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,600,000.00

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)

8.46 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 87650L103

1

Names of Reporting Persons

Deep Track Biotechnology 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 3,600,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,600,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,600,000.00

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)

8.46 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 87650L103

1

Names of Reporting Persons

David Kroin

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 3,600,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,600,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,600,000.00

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)

8.46 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tarsus Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 15440 Laguna Canyon Road, Suite 160, Irvine, California, 92618
Item 2.
(a)	Name of person filing: (i) Deep Track Capital, LP (ii) Deep Track Biotechnology Master Fund, Ltd. (iii) David Kroin
(b)	Address or principal business office or, if none, residence: (i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830 (ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands (iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(c)	Citizenship: (i) Delaware (ii) Cayman Islands (iii) United States
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 87650L103
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: 3,600,000
(b)	Percent of class: 8.46%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,600,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,600,000
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
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.

Deep Track Capital, LP

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:	05/15/2026

Deep Track Biotechnology Master Fund, Ltd.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Director
Date:	05/15/2026

David Kroin

Signature:	/s/ David Kroin
Name/Title:	David Kroin
Date:	05/15/2026

Exhibit Information

Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of March 31, 2026, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person The amount beneficially owned by each Reporting Person is determined based on 42,557,492 Common Stock outstanding as of February 17, 2026, according to the issuer's 10-K filed with the SEC on February 23, 2026. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 15, 2026 Deep Track Capital, LP By: /s/ David Kroin David Kroin, Managing Member of the General Partner of the Investment Adviser Deep Track Biotechnology Master Fund, Ltd. By: /s/ David Kroin David Kroin, Director David Kroin By: /s/ David Kroin David Kroin