RA Capital reports 6% Werewolf Therapeutics (HOWL) stake after June share sales

Rhea-AI Filing Summary

RA Capital Management and related funds filed Amendment No. 11 to report their current stake in Werewolf Therapeutics, Inc. The reporting persons collectively beneficially own 2,915,742 shares of common stock, representing 6.0% of the company.

The ownership includes 2,721,635 shares held by RA Capital Healthcare Fund, L.P. and 194,107 shares held by RA Capital Nexus Fund II, L.P. All voting and investment power over these shares has been delegated to RA Capital. Recent activity includes a series of open market sales between $0.32 and $0.38 per share on multiple days in late June 2026. The reported percentages are based on 48,596,817 shares outstanding as of May 1, 2026.

Key Figures

Beneficial ownership: 2,915,742 shares Ownership percentage: 6.0% Fund holdings: 2,721,635 shares +5 more

8 metrics

Beneficial ownership 2,915,742 shares Total shares beneficially owned by RA Capital reporting group

Ownership percentage 6.0% Percent of Werewolf Therapeutics common stock class owned

Fund holdings 2,721,635 shares Shares held by RA Capital Healthcare Fund, L.P.

Additional fund holdings 194,107 shares Shares held by RA Capital Nexus Fund II, L.P.

Shares outstanding 48,596,817 shares Issuer’s common stock outstanding as of May 1, 2026

June 23, 2026 sale price range $0.36–$0.38 Low and high prices for open market sales on June 23, 2026

June 24, 2026 sale price range $0.36–$0.38 Low and high prices for open market sales on June 24, 2026

June 26, 2026 sale price range $0.32–$0.34 Low and high prices for open market sales on June 26, 2026

Key Terms

beneficial ownership, Schedule 13D/A, open market sale, investment adviser, +2 more

6 terms

beneficial ownership financial

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

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.

Schedule 13D/A regulatory

"agreement among the Reporting Persons to file this Schedule 3D/A jointly in accordance with Rule 13d-1(k)"

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.

open market sale financial

"Open Market Sale Fund 06/23/2026 80,462 0.37 0.36 0.38"

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.

investment adviser financial

"RA Capital serves as investment adviser for the Fund and the Nexus Fund II"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

voting power financial

"sole power to vote and the sole power to dispose of all securities held"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

dispositive power financial

"sole or shared power to dispose or to direct the disposition and are incorporated by reference"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 06/26/2026 - 05:39 PM Accepted by SEC EDGAR 06/26/2026 - 05:39 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. 11)

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)

06/24/2026

(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 2,915,742.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,915,742.00

11

Aggregate amount beneficially owned by each reporting person

2,915,742.00

12

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

13

Percent of class represented by amount in Row (11)

6.0 %

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 2,915,742.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,915,742.00

11

Aggregate amount beneficially owned by each reporting person

2,915,742.00

12

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

13

Percent of class represented by amount in Row (11)

6.0 %

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 2,915,742.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,915,742.00

11

Aggregate amount beneficially owned by each reporting person

2,915,742.00

12

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

13

Percent of class represented by amount in Row (11)

6.0 %

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 2,721,635.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,721,635.00

11

Aggregate amount beneficially owned by each reporting person

2,721,635.00

12

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

13

Percent of class represented by amount in Row (11)

5.6 %

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. 11 (this "Amendment No. 11" 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 and June 2, 2026 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 11 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) 2,721,635 shares of common stock held directly by the Fund and (ii) 194,107 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 06/23/2026 80,462 0.37 0.36 0.38 Open Market Sale Nexus Fund II 06/23/2026 5,725 0.37 0.36 0.38 Open Market Sale Fund 06/24/2026 453,710 0.36 0.36 0.38 Open Market Sale Nexus Fund II 06/24/2026 32,284 0.36 0.36 0.38 Open Market Sale Fund 06/25/2026 60,287 0.36 0.33 0.37 Open Market Sale Nexus Fund II 06/25/2026 4,290 0.36 0.33 0.37 Open Market Sale Fund 06/26/2026 95,465 0.32 0.32 0.34 Open Market Sale Nexus Fund II 06/26/2026 6,342 0.32 0.32 0.34
(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)	Not applicable.
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:	06/26/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	06/26/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	06/26/2026

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:	06/26/2026

FAQ

What stake does RA Capital report in Werewolf Therapeutics (HOWL)?

RA Capital and related entities report beneficial ownership of 2,915,742 shares of Werewolf Therapeutics common stock, equal to 6.0% of the company. This percentage is calculated using 48,596,817 shares outstanding as of May 1, 2026, from the issuer’s Form 10-Q.

Which RA Capital funds hold Werewolf Therapeutics (HOWL) shares?

The filing states RA Capital Healthcare Fund, L.P. holds 2,721,635 shares, and RA Capital Nexus Fund II, L.P. holds 194,107 shares. RA Capital Management, L.P. serves as investment adviser and has delegated authority over voting and disposition of these holdings.

What recent trading activity in HOWL does RA Capital disclose?

The filing lists several open market sales by RA Capital Healthcare Fund and Nexus Fund II on June 23–26, 2026. Trades occurred at weighted average prices around $0.32 to $0.37 per share, with individual transactions specifying low and high trade prices each day.

How is beneficial ownership over HOWL shares structured for RA Capital?

RA Capital Management, L.P. serves as investment adviser to the funds and may be deemed a beneficial owner of their Werewolf shares. The funds have delegated sole voting and dispositive power to RA Capital and disclaim beneficial ownership for Section 13(d) purposes due to that delegation.

What share count does the 6.0% HOWL ownership percentage rely on?

The 6.0% beneficial ownership figure is based on 48,596,817 shares of Werewolf Therapeutics common stock outstanding as of May 1, 2026. This outstanding share count comes from the company’s Form 10-Q filed with the SEC on May 7, 2026.

Who are the individual reporting persons in the HOWL Schedule 13D/A?

Individual reporting persons are Peter Kolchinsky and Rajeev Shah, managers of RA Capital. They may be deemed beneficial owners of securities beneficially owned by RA Capital for Section 13(d) purposes but each disclaims beneficial ownership beyond determining reporting obligations.