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RA Capital funds trim Werewolf Therapeutics (NASDAQ: HOWL) stake with 565K-share sale

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Werewolf Therapeutics, Inc. insider affiliates of RA Capital reported open-market sales of an aggregate 565,167 shares of Common Stock of HOWL. The trades occurred on May 8, 11 and 12, 2026 at weighted average prices around $0.64 per share, with detailed ranges from $0.62 to $0.76 disclosed.

The shares were sold indirectly through RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P., with RA Capital Management, L.P. acting as investment manager. Following the latest transactions, one account held 406,282 shares and another held 5,709,858 shares of Common Stock indirectly. The Adviser, its general partner and related individuals disclaim beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, Kolchinsky Peter, Shah Rajeev M.
Role null | null | null | null
Sold 565,167 shs ($391K)
Type Security Shares Price Value
Sale Common Stock 94,432 $0.64 $60K
Sale Common Stock 6,719 $0.64 $4K
Sale Common Stock 81,678 $0.67 $55K
Sale Common Stock 5,812 $0.67 $4K
Sale Common Stock 351,514 $0.71 $250K
Sale Common Stock 25,012 $0.71 $18K
Holdings After Transaction: Common Stock — 5,709,858 shares (Indirect, See footnotes)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.69 to $0.76 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein. Held directly by Nexus Fund II. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.66 to $0.71 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.62 to $0.65 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Total shares sold 565,167 shares Aggregate open-market sales reported for May 8–12, 2026
Sale price May 12 $0.64 per share Open-market sales on May 12, 2026
Sale price May 11 $0.67 per share Open-market sales on May 11, 2026
Sale price May 8 $0.71 per share Open-market sales on May 8, 2026
Post-trade holding 1 406,282 shares Indirect holding in one RA Capital-related account after latest sale
Post-trade holding 2 5,709,858 shares Indirect holding in another RA Capital-related account after latest sale
Price range footnote (high) $0.76 per share Upper end of disclosed trade range in one weighted average
Price range footnote (low) $0.62 per share Lower end of disclosed trade range in one weighted average
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial ownership financial
"disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest"
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.
pecuniary interest financial
"except to the extent of their respective pecuniary interest therein"
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
investment manager financial
"RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund"
indirect ownership financial
""direct_or_indirect": "I", "ownership_type": "indirect""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Werewolf Therapeutics, Inc. [ HOWL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/08/2026S351,514D$0.71(1)5,885,968ISee footnotes(2)(3)
Common Stock05/08/2026S25,012D$0.71(1)418,813ISee footnotes(3)(4)
Common Stock05/11/2026S81,678D$0.67(5)5,804,290ISee footnotes(2)(3)
Common Stock05/11/2026S5,812D$0.67(5)413,001ISee footnotes(3)(4)
Common Stock05/12/2026S94,432D$0.64(6)5,709,858ISee footnotes(2)(3)
Common Stock05/12/2026S6,719D$0.64(6)406,282ISee footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.69 to $0.76 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. Held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
3. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.
4. Held directly by Nexus Fund II.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.66 to $0.71 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.62 to $0.65 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.05/12/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.05/12/2026
/s/ Peter Kolchinsky, individually05/12/2026
/s/ Rajeev Shah, individually05/12/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did RA Capital report in Werewolf Therapeutics (HOWL)?

RA Capital-affiliated entities reported open-market sales of 565,167 Werewolf Therapeutics (HOWL) shares. The transactions occurred over three days in May 2026 through investment funds they manage, rather than direct personal accounts of the individual reporting persons.

Over what dates and at what prices were HOWL shares sold by RA Capital funds?

The RA Capital funds sold HOWL Common Stock on May 8, 11, and 12, 2026. Weighted average sale prices were around $0.64 per share, with footnotes specifying trade ranges between $0.62 and $0.76 across the different transaction dates.

How many Werewolf Therapeutics (HOWL) shares did RA Capital funds hold after the sales?

After the reported sales, one RA Capital-related account held 406,282 HOWL shares and another held 5,709,858 shares. These holdings are reported as indirect, reflecting positions in the funds rather than direct ownership by individual reporting persons.

Who actually holds the HOWL shares involved in the RA Capital Form 4 filing?

The HOWL shares are held directly by RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P. RA Capital Management, L.P. serves as investment manager for these funds, and related parties disclaim beneficial ownership beyond their pecuniary interests.

What does the weighted average price disclosure mean in the HOWL insider trades?

The weighted average price means each reported price reflects many individual trades executed within a stated range. For these HOWL sales, RA Capital funds traded between $0.62 and $0.76, and they offer to provide detailed trade-by-trade pricing information upon request.

Are the RA Capital sales in HOWL direct insider sales by individuals?

No, the sales were executed by RA Capital Healthcare Fund, L.P. and Nexus Fund II, L.P. The Form 4 notes that RA Capital Management, its general partner and named individuals disclaim beneficial ownership of the securities except for any pecuniary interest they may have.