[SCHEDULE 13G/A] CARGO Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

The Schedule 13G/A shows that RTW Investments, LP and Roderick Wong report joint beneficial ownership of 3,055,063 shares of CARGO Therapeutics common stock, equal to 6.4% of the outstanding shares. The filing states the reported position reflects shared voting power and shared dispositive power of 3,055,063 shares and that sole voting and dispositive power are reported as zero. The percentage is calculated using 46,113,353 shares outstanding as of May 2, 2025 and assumes exercise of warrants held by the RTW Funds. RTW Investments is identified as a Delaware investment adviser and Dr. Wong as its managing partner. The filing includes a certification that the securities were acquired and are held in the ordinary course of business.

Positive

• Disclosure of material stake: RTW Investments and Roderick Wong report a clear, quantified position of 3,055,063 shares (6.4%).
• Transparency on voting/dispositive power: The filing specifies shared voting and shared dispositive power and notes sole powers are zero, improving clarity for investors.

Negative

• None.

Insights

Financial Analyst

TL;DR: RTW Funds hold a material stake of 6.4% (3,055,063 shares), disclosed via Schedule 13G/A with warrants assumed exercised.

The filing discloses a substantive minority position: 3,055,063 shares (6.4%) of CARGO Therapeutics on a 46,113,353-share base. The position is reported with shared voting and dispositive power, while sole powers are zero. The calculation explicitly assumes exercise of warrants held by the RTW Funds. This is a routine Section 13G disclosure by an investment adviser and its principal, providing transparency on significant ownership without asserting control.

Corporate Governance Expert

TL;DR: Ownership exceeds the 5% threshold, requiring public disclosure; reported powers are shared, not sole.

The report names RTW Investments, LP and Roderick Wong and specifies shared voting and dispositive authority over 3,055,063 shares representing 6.4% of the class. The filing confirms the position arises from ordinary-course investment activities and incorporates warrants in the ownership calculation. From a governance standpoint, this provides clarity on a significant investor stake while the filing explicitly disclaims an intent to influence control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

CARGO THERAPEUTICS, INC.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

14179K101

(CUSIP Number)

06/30/2025

(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. 14179K101

1

Names of Reporting Persons

RTW Investments, 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 3,055,063.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,055,063.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,055,063.00

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)

IA, PN

SCHEDULE 13G

CUSIP No. 14179K101

1

Names of Reporting Persons

Roderick Wong

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 3,055,063.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,055,063.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,055,063.00

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)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CARGO THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 835 INDUSTRIAL ROAD, SUITE 400, SAN CARLOS, CA, 94070.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership, and the investment adviser to certain funds (the "RTW Funds"), with respect to the Shares (as defined in Item 2(d) below) and Shares issuable upon exercise of Reported Warrants directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares and Shares issuable upon exercise of Reported Warrants directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Common stock, par value $0.001 per share
(e)	CUSIP No.: 14179K101
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: The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth herein are calculated based upon 46,113,353 Shares outstanding as of May 2, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 8, 2025, and assumes the exercise of the warrants held by the RTW Funds.
(b)	Percent of class:
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of:
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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.
	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 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.

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.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/14/2025

Roderick Wong

Signature:	s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2025

FAQ

How many CARGO Therapeutics (CRGX) shares does RTW Investments report owning?

The filing reports 3,055,063 shares beneficially owned by RTW Investments/ Roderick Wong.

What percentage of CRGX does RTW Investments own?

The position represents 6.4% of the outstanding common stock, based on the filing.

On what share count is the 6.4% calculated?

The percentage is calculated using 46,113,353 shares outstanding as reported by the company as of May 2, 2025.

Does RTW report voting or dispositive control over these shares?

Yes; the filing reports shared voting power and shared dispositive power of 3,055,063 shares and zero sole voting or dispositive power.

Are warrants included in the reported ownership for CRGX?

Yes; the filing states the ownership assumes the exercise of warrants held by the RTW Funds in calculating the share total.