RA Capital trims Werewolf Therapeutics (HOWL) stake below 5% threshold

Rhea-AI Filing Summary

RA Capital Management and affiliated funds filed Amendment No. 12 to their Schedule 13D reporting that their ownership in Werewolf Therapeutics common stock has fallen below the five percent threshold.

The reporting group now beneficially owns 1,985,541 shares, or 4.1% of the common stock, based on 48,596,817 shares outstanding as of May 1, 2026. Most of these shares, 1,853,646, are held by RA Capital Healthcare Fund, L.P., with an additional 131,895 shares held by RA Capital Nexus Fund II, L.P.

The funds recently executed several open market sales between June 29 and July 2, 2026, at weighted average prices ranging from $0.30 to $0.36 per share. The filing states the group ceased to be beneficial owners of more than five percent of Werewolf’s common stock on June 30, 2026, an important regulatory threshold for large shareholders.

Insights

Institutional ownership analyst

Large holder RA Capital trimmed Werewolf Therapeutics below the 5% ownership threshold.

RA Capital Management and related funds now report beneficial ownership of 1,985,541 Werewolf Therapeutics shares, or 4.1%, based on 48,596,817 shares outstanding as of May 1, 2026. The bulk is held via RA Capital Healthcare Fund, with a smaller position in Nexus Fund II.

Recent activity shows several open market sales from June 29, 2026 through July 2, 2026, at weighted average prices between $0.30 and $0.36 per share. These transactions contributed to the group dropping below the 5% beneficial ownership threshold, which changes their reporting obligations under Section 13(d).

The filing confirms the group ceased to be beneficial owners of more than five percent on June 30, 2026. Future ownership changes would typically be reflected through additional Schedule 13D or 13G amendments, giving insight into RA Capital’s evolving exposure to Werewolf Therapeutics.

Key Figures

RA Capital beneficial ownership: 1,985,541 shares Ownership percentage: 4.1% of common stock Healthcare Fund holdings: 1,853,646 shares +4 more

7 metrics

RA Capital beneficial ownership 1,985,541 shares Common stock beneficially owned by reporting group

Ownership percentage 4.1% of common stock Based on 48,596,817 shares outstanding as of May 1, 2026

Healthcare Fund holdings 1,853,646 shares RA Capital Healthcare Fund, L.P. position (3.8% of class)

Nexus Fund II holdings 131,895 shares RA Capital Nexus Fund II, L.P. position in common stock

Shares outstanding 48,596,817 shares Common stock outstanding as of May 1, 2026 (Form 10-Q)

Open market sale prices $0.30–$0.36 per share Weighted average prices on June 29–July 2, 2026

Ceased >5% ownership date June 30, 2026 Date group fell below five percent beneficial ownership

Key Terms

Schedule 13D/A, beneficial owner, Section 13(d) of the Securities Exchange Act of 1934, open market sale, +2 more

6 terms

Schedule 13D/A regulatory

"This Amendment No. 12 (this "Amendment No. 12" or this "/A") amends and supplements the statement on originally filed..."

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

beneficial owner regulatory

"may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934..."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Section 13(d) of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act")..."

Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.

open market sale financial

"Open Market Sale Fund 06/29/2026 158,168 0.30 0.30 0.31"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

percent of class financial

"Percent of class represented by amount in Row (11) 4.1 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

Joint Filing Agreement regulatory

"The agreement among the Reporting Persons to file this Schedule 3D/A jointly... is attached hereto as Exhibit 99.1."

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Available on EDGAR 07/02/2026 - 08:27 PM Accepted by SEC EDGAR 07/02/2026 - 08:26 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

WEREWOLF THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

95075A107

(CUSIP Number)

Peter Kolchinsky
RA Capital Management, L.P., 200 Berkeley Street, 18th Floor
Boston, MA, 02116
617.778.2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 95075A107

1

Name of reporting person

RA Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,985,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,985,541.00

11

Aggregate amount beneficially owned by each reporting person

1,985,541.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 95075A107

1

Name of reporting person

Peter Kolchinsky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,985,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,985,541.00

11

Aggregate amount beneficially owned by each reporting person

1,985,541.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): 95075A107

1

Name of reporting person

Rajeev Shah

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,985,541.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,985,541.00

11

Aggregate amount beneficially owned by each reporting person

1,985,541.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): 95075A107

1

Name of reporting person

RA Capital Healthcare Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,853,646.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,853,646.00

11

Aggregate amount beneficially owned by each reporting person

1,853,646.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: WEREWOLF THERAPEUTICS, INC.
(c)	Address of Issuer's Principal Executive Offices: 200 TALCOTT AVENUE, 2ND FLOOR, WATERTOWN, MASSACHUSETTS , 02472.
Item 1 Comment: Item 1 of the Statement is amended and supplemented as follows: This Amendment No. 12 (this "Amendment No. 12" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on May 6, 2021, and amended on June 16, 2021, August 12, 2022, January 10, 2023, February 14, 2024, May 7, 2024, May 14, 2025, November 6, 2025, May 14, 2026, June 15, 2026, June 2, 2026 and June 26, 2026 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 12 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"), who are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 3D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Act"), is attached hereto as Exhibit 99.1. The Reporting Persons' ownership of the Issuer's securities includes (i) 1,853,646 shares of common stock held directly by the Fund and (ii)131,895 shares of common stock held by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), of any securities of the Issuer held by the Fund or the Nexus Fund II. The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's and the Nexus Fund II's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days' notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)	The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
(c)	The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund and the Nexus Fund II. The principal occupation of Dr. Kolchinsky and Mr. Shah is investment management.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 6 of the cover pages.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 48,596,817 shares of common stock outstanding as of May 1, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to this Schedule 13D/A. Weighted Low High No. Average Price Price Transaction Seller Date Shares Price ($) ($) ($) Open Market Sale Fund 06/29/2026 158,168 0.30 0.30 0.31 Open Market Sale Nexus Fund II 06/29/2026 11,254 0.30 0.30 0.31 Open Market Sale Fund 06/30/2026 340,677 0.34 0.30 0.36 Open Market Sale Nexus Fund II 06/30/2026 24,241 0.34 0.30 0.36 Open Market Sale Fund 07/01/2026 214,707 0.36 0.35 0.37 Open Market Sale Nexus Fund II 07/01/2026 15,277 0.36 0.35 0.37 Open Market Sale Fund 07/02/2026 160,779 0.34 0.33 0.36 Open Market Sale Nexus Fund II 07/02/2026 11,440 0.34 0.33 0.36
(d)	No person (other than the Reporting Persons) 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, the shares of common stock subject to this 13D/A.
(e)	The Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock on June 30, 2026.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D/A filed with the SEC on May 14, 2025).

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.

RA Capital Management, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By Peter Kolchinsky, Authorized Signatory
Date:	07/02/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	07/02/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	07/02/2026

RA Capital Healthcare Fund, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:	07/02/2026

FAQ

How much of Werewolf Therapeutics (HOWL) does RA Capital now own?

RA Capital Management and its affiliates report beneficial ownership of 1,985,541 Werewolf Therapeutics common shares, representing 4.1% of the company’s stock, based on 48,596,817 shares outstanding as of May 1, 2026, reported in Werewolf’s Form 10-Q.

When did RA Capital fall below 5% ownership in Werewolf Therapeutics (HOWL)?

RA Capital and its affiliated funds report they ceased to be beneficial owners of more than five percent of Werewolf Therapeutics’ common stock on June 30, 2026. This date reflects when their holdings dropped under the key regulatory 5% threshold for large shareholders.

What open market sales did RA Capital execute in Werewolf Therapeutics (HOWL)?

RA Capital Healthcare Fund and Nexus Fund II reported several open market sales from June 29 to July 2, 2026. Trade sizes ranged from 11,254 to 340,677 shares at weighted average prices between $0.30 and $0.36 per share.

Which RA Capital entities hold Werewolf Therapeutics (HOWL) shares and how many?

The filing shows 1,853,646 shares of Werewolf common stock held by RA Capital Healthcare Fund, L.P., and 131,895 shares held by RA Capital Nexus Fund II, L.P. RA Capital Management, L.P. serves as investment adviser to both funds.

What percentage of Werewolf Therapeutics (HOWL) is held by RA Capital Healthcare Fund alone?

RA Capital Healthcare Fund, L.P. beneficially owns 1,853,646 shares of Werewolf Therapeutics common stock, representing 3.8% of the company’s outstanding shares, based on the 48,596,817 shares outstanding as of May 1, 2026, cited in the filing.

Why did RA Capital file Amendment No. 12 to its Schedule 13D for Werewolf Therapeutics (HOWL)?

Amendment No. 12 updates RA Capital’s Schedule 13D ownership report for Werewolf Therapeutics. It reflects recent open market sales, current beneficial holdings of 1,985,541 shares, and notes the group’s ownership fell below the five percent threshold on June 30, 2026.