SCHEDULE: Federated Hermes Discloses 19.86% Passive Stake in Minerva Neurosciences

Federated Hermes and related entities have filed a Schedule 13G, disclosing a 19.86% passive beneficial ownership stake in Minerva Neurosciences, Inc. after converting from a Schedule 13D.

Summary

• Federated Hermes, Inc., along with the Voting Shares Irrevocable Trust and the Donahue family (Thomas R., Ann C., and J. Christopher), collectively reported beneficial ownership of 9,392,275 shares of Minerva Neurosciences, Inc. common stock.
• This represents 19.86% of the company's outstanding common stock.
• The filing is a Schedule 13G, indicating a passive investment intent, meaning the reporting persons do not seek to influence or change control of Minerva Neurosciences.
• This Schedule 13G converts from a previous Schedule 13D filing made on October 28, 2025, which was triggered by participation in a private placement and a support agreement to vote in favor of proposals at a stockholder meeting.
• The conversion to 13G occurred after the conclusion of the stockholder meeting on December 22, 2025, as the reporting persons determined they no longer hold securities with the purpose or effect of changing or influencing control.

Sentiment

Score: 6

Explanation: The filing indicates a significant institutional investor, Federated Hermes, maintains a substantial passive stake in Minerva Neurosciences, which can be viewed as a positive signal of long-term confidence. The conversion from a Schedule 13D to a 13G suggests the resolution of any prior activist intent, reducing potential governance-related uncertainty.

Positives

• A significant institutional investor, Federated Hermes, maintains a substantial stake (19.86%) in Minerva Neurosciences, which could be seen as a vote of confidence in the company's long-term prospects.
• The conversion from a Schedule 13D to a 13G indicates that the previous activist intent (related to voting in a stockholder meeting) has concluded, potentially reducing perceived governance uncertainty.

Risks

• The reporting persons, including Federated Hermes, Inc., the Voting Shares Irrevocable Trust, Thomas R. Donahue, Ann C. Donahue, and J. Christopher Donahue, expressly disclaim beneficial ownership of the securities held by any of the Managed Funds, in accordance with Rule 13d-4 under the Exchange Act.

Future Outlook

The filing does not contain any forward-looking statements or guidance from Minerva Neurosciences, Inc. It solely pertains to the reporting persons' ownership and investment intent.

Management Comments

• "In accordance with Rule 13d-4 under the Exchange Act, Federated Hermes, Inc.; the Voting Shares Irrevocable Trust; Thomas R. Donahue; Ann C. Donahue; and J. Christopher Donahue declare that this report should not be construed as an admission that any of them is the beneficial owner of the securities held by any of the Managed Funds, and each of Federated Hermes, Inc.; the Voting Shares Irrevocable Trust; Thomas R. Donahue; Ann C. Donahue; and J. Christopher Donahue expressly disclaim beneficial ownership of such securities."
• "Following the conclusion of such meeting on December 22, 2025, the Reporting Persons determined that they no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect."

Industry Context

This filing is a routine disclosure of a significant passive ownership stake by an institutional investor in a publicly traded company. It does not provide specific industry trends or competitive analysis, but rather reflects an investment decision within the broader market for Minerva Neurosciences' securities.

Corporate Governance

Related Party Transactions

• Federated Hermes, Inc. is the parent holding company of investment advisers to registered investment companies and separate accounts that own shares. All of Federated Hermes, Inc.'s outstanding voting stock is held in the Voting Shares Irrevocable Trust, for which Thomas R. Donahue, Ann C. Donahue, and J. Christopher Donahue act as trustees. These individuals and entities are filing jointly due to their collective voting control and relationships.

Stakeholder Impact

• Shareholders: May view the continued significant passive stake by Federated Hermes as a positive signal of institutional confidence. The resolution of the Schedule 13D to a 13G may reduce uncertainty regarding potential activist pressure.
• Management: The shift to a passive investment stance by these significant shareholders suggests less immediate pressure regarding control or strategic changes from this group.

Key Dates

Recommendation

The filing primarily discloses a significant passive ownership stake by Federated Hermes and related entities. While a large institutional holding can be a positive signal, this Schedule 13G filing itself does not provide new fundamental information about Minerva Neurosciences' operations, financial performance, or strategic direction that would warrant a 'buy' or 'sell' recommendation. The conversion from a 13D to a 13G indicates a shift to a passive investment, suggesting no immediate activist pressure or major changes are anticipated from these investors. Therefore, a 'hold' recommendation is appropriate based solely on this disclosure, awaiting further operational or financial updates from the company.

Keywords

Minerva Neurosciences, Federated Hermes, Schedule 13G, Beneficial Ownership, Institutional Investor, Common Stock, SEC Filing, Passive Investment, Shareholder Stake