RA Capital funds trim Werewolf Therapeutics (HOWL) stake with 678K-share sale

Rhea-AI Filing Summary

RA Capital–managed funds reported open-market sales of Werewolf Therapeutics, Inc. common stock. RA Capital Healthcare Fund LP and RA Capital Nexus Fund II LP sold a combined 678,226 shares of HOWL between June 9 and June 11, 2026 at weighted average prices around $0.37–$0.38 per share.

After these transactions, entities affiliated with RA Capital reported indirect ownership of about 5.4 million shares in total. Footnotes state that RA Capital Management, its general partner, and Dr. Peter Kolchinsky and Mr. Rajeev Shah disclaim beneficial ownership beyond their respective pecuniary interests.

Insights

Equity ownership and insider-trading analyst

RA Capital–managed funds sold ~678K HOWL shares but retain a sizable stake.

Entities associated with RA Capital Management reported open-market sales of 678,226 Werewolf Therapeutics shares over three days in June 2026, at weighted average prices near $0.37–$0.38. All transactions involved common stock and were reported as indirect ownership positions.

Post-transaction, the filing shows roughly 5.4 million shares still held indirectly, meaning the sales represent a partial reduction rather than a full exit. Footnotes clarify that the investment adviser, its general partner, and principals disclaim beneficial ownership except for their pecuniary interest, so these trades are best attributed to the RA Capital funds themselves.

Insider Trade Summary

Net Seller: 678,226 shares ($253,569)

Net Sell 6 txns

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, Kolchinsky Peter, Shah Rajeev M.

Role null | null | null | null

Sold 678,226 shs ($254K)

Type	Security	Shares	Price	Value
Sale	Common Stock	245,066	$0.38	$93K
Sale	Common Stock	17,437	$0.38	$7K
Sale	Common Stock	42,872	$0.37	$16K
Sale	Common Stock	3,051	$0.37	$1K
Sale	Common Stock	345,235	$0.37	$128K
Sale	Common Stock	24,565	$0.37	$9K

Holdings After Transaction: Common Stock — 5,076,685 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 $0.36 to $0.3791 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 $0.3627 to $0.3791 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 $0.3945 to $0.3636 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.

Key Figures

Total shares sold: 678,226 shares June 11 sale price: $0.3800 per share June 10 sale price: $0.3700 per share +4 more

7 metrics

Total shares sold 678,226 shares Net sales of common stock, June 9–11, 2026

June 11 sale price $0.3800 per share Open-market common stock sales on June 11, 2026

June 10 sale price $0.3700 per share Open-market common stock sales on June 10, 2026

June 9 sale price $0.3700 per share Open-market common stock sales on June 9, 2026

Fund holding after trades 361,229 shares One indirect common stock position following June 11, 2026

Nexus Fund holding after trades 5,076,685 shares Second indirect common stock position following June 11, 2026

Ten percent owner status Yes Reporting persons indicated as 10% owners

Key Terms

weighted average price, pecuniary interest, ten percent owner, indirect ownership, +1 more

5 terms

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.

pecuniary interest financial

"disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein."

ten percent owner regulatory

"is_ten_percent_owner": 1"

indirect ownership regulatory

""ownership_type": "indirect""

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.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/09/2026		S		345,235	D	$0.37(1)	5,364,623	I	See footnotes(2)(3)
Common Stock	06/09/2026		S		24,565	D	$0.37(1)	381,717	I	See footnotes(3)(4)
Common Stock	06/10/2026		S		42,872	D	$0.37(5)	5,321,751	I	See footnotes(2)(3)
Common Stock	06/10/2026		S		3,051	D	$0.37(5)	378,666	I	See footnotes(3)(4)
Common Stock	06/11/2026		S		245,066	D	$0.38(6)	5,076,685	I	See footnotes(2)(3)
Common Stock	06/11/2026		S		17,437	D	$0.38(6)	361,229	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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 $0.36 to $0.3791 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 $0.3627 to $0.3791 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 $0.3945 to $0.3636 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.	06/11/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	06/11/2026
	/s/ Peter Kolchinsky, individually	06/11/2026
	/s/ Rajeev Shah, individually	06/11/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did RA Capital–managed funds report in this Werewolf Therapeutics (HOWL) Form 4?

RA Capital–managed funds reported open-market sales of Werewolf Therapeutics common stock. Across six transactions from June 9–11, 2026, they sold 678,226 shares at weighted average prices around $0.37–$0.38 per share, while continuing to hold a significant indirect position afterward.

How many Werewolf Therapeutics (HOWL) shares did RA Capital entities sell?

The filing shows total sales of 678,226 Werewolf Therapeutics common shares. These were executed over three trading days in multiple open-market transactions, each reported with weighted average prices in a narrow range around $0.37–$0.38 per share, rather than a single block trade.

What prices did RA Capital–managed funds receive for the HOWL share sales?

Reported prices are weighted averages. For different transaction groups, shares were sold in ranges from $0.36 to $0.3945 per share. Each range is disclosed in footnotes, reflecting numerous small trades, and the funds undertake to provide detailed price breakdowns upon request.

How many Werewolf Therapeutics (HOWL) shares do RA Capital entities hold after these sales?

After the reported transactions, the filing shows indirect holdings of 361,229 shares in one position and 5,076,685 shares in another. Combined, these entities associated with RA Capital still report ownership of roughly 5.4 million Werewolf Therapeutics common shares following the June 2026 sales.

Who is attributed as selling the HOWL shares in this Form 4 filing?

Footnotes indicate the shares are held directly by RA Capital Healthcare Fund LP and RA Capital Nexus Fund II LP. RA Capital Management, its general partner, and principals Peter Kolchinsky and Rajeev Shah act as investment managers and explicitly disclaim beneficial ownership beyond their pecuniary interests.

Were the RA Capital transactions in HOWL part of options exercises or derivatives?

No derivative activity is reported in this filing. All six transactions involve non-derivative common stock, coded as open-market sales. The derivative summary section shows no remaining derivative positions or exercises associated with these reported June 2026 trades in Werewolf Therapeutics shares.