Longwood Fund III reports 3.5% Werewolf stake

Werewolf Therapeutics, Inc. received an updated ownership report from investment entities Longwood Fund III, L.P. and Longwood Fund III GP, LLC.

Rhea-AI Filing Summary

Werewolf Therapeutics, Inc. received an updated ownership report from investment entities Longwood Fund III, L.P. and Longwood Fund III GP, LLC. The Reporting Persons disclose beneficial ownership of 1,677,082 shares of Werewolf Therapeutics common stock, representing 3.5% of the class, as of the reported date.

The filing states that all reported shares are held of record by Longwood Fund III, with Longwood Fund III GP as its general partner sharing voting and dispositive power. The Reporting Persons indicate they own 5 percent or less of the outstanding common stock and certify the holdings are not for the purpose of changing or influencing control of the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in Werewolf Therapeutics (HOWL) does Longwood Fund III report?

Longwood Fund III reports beneficial ownership of 1,677,082 shares of Werewolf Therapeutics common stock, equal to 3.5% of the class. This percentage is calculated using 48,540,200 shares outstanding as of October 29, 2025, as disclosed in the company’s Form 10-Q.

Who are the reporting persons in this Werewolf Therapeutics (HOWL) Schedule 13G/A?

The reporting persons are Longwood Fund III, L.P. and Longwood Fund III GP, LLC. Longwood Fund III holds the shares of record, while Longwood Fund III GP, as its general partner, may be deemed to share voting and dispositive power over the reported Werewolf Therapeutics shares.

Is Longwood Fund III reporting more than 5% ownership of Werewolf Therapeutics (HOWL)?

No. Longwood Fund III and its general partner state they beneficially own 3.5% of Werewolf Therapeutics’ common stock. The filing specifically notes ownership of 5 percent or less of the class, placing them below the typical 5% large-shareholder threshold.

How is voting and dispositive power over Werewolf Therapeutics (HOWL) shares allocated?

The filing shows Longwood Fund III and Longwood Fund III GP with zero sole voting or dispositive power but 1,677,082 shares of shared voting and shared dispositive power. All shares are held by Longwood Fund III, with Longwood Fund III GP sharing authority as its general partner.

Does Longwood Fund III seek to influence control of Werewolf Therapeutics (HOWL)?

The reporting persons certify the securities were not acquired and are not held to change or influence control of Werewolf Therapeutics. They also state the holdings are not connected with any transaction intended to affect control, other than activities linked to a nomination under Rule 14a-11.

What reference share count did Longwood Fund III use for its 3.5% HOWL ownership?

The 3.5% ownership figure is based on 48,540,200 shares of Werewolf Therapeutics common stock outstanding as of October 29, 2025. That outstanding share count comes from the company’s Form 10-Q for the quarter ended September 30, 2025, filed on November 4, 2025.

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Accepted by SEC EDGAR 02/11/2026 - 03:46 PM EST Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Werewolf Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

95075A107

(CUSIP Number)

12/31/2025

(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. 95075A107

1

Names of Reporting Persons

Longwood Fund III GP, LLC

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 1,677,082.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,677,082.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,677,082.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) All such shares are held of record by Longwood III (as defined in Item 2(a) below). Longwood III GP (as defined in Item 2(a) below) is the general partner of Longwood III and may be deemed to share voting and dispositive power with respect to these securities. (2) Based on 48,540,200 shares of the Issuer's Common Stock outstanding as of October 29, 2025, as reported by the Issuer's in its Form 10-Q for quarter ended September 30, 2025, filed with the United States Securities and Exchange Commission (the "SEC") on November 4, 2025 (the "Form 10-Q").

SCHEDULE 13G

CUSIP No. 95075A107

1

Names of Reporting Persons

Longwood Fund III, L.P.

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 1,677,082.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,677,082.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,677,082.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: (1) All such shares are held of record by Longwood III. Longwood III GP is the general partner of Longwood III and may be deemed to share voting and dispositive power with respect to these securities. (2) Based on 48,540,200 shares of the Issuer's Common Stock outstanding as of October 29, 2025, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Werewolf Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 200 Talcott Avenue, Floor 2, Watertown, MA 02472
Item 2.
(a)	Name of person filing: This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13G originally filed by Longwood Fund III, L.P. ("Longwood III") and Longwood Fund III GP, LLC ("Longwood III GP" and together with Longwood III, the "Reporting Persons") with the SEC on May 14, 2021 (the "Original 13G"). This Amendment is being filed by the Reporting Persons.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each Reporting Person is 800 Boylston Street, Suite 1715, Boston, MA 02199.
(c)	Citizenship: Longwood III GP is a limited liability company organized under the laws of the State of Delaware. Longwood III is a limited partnership organized under the laws of the State of Delaware.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 95075A107
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: See Row 9 of the cover page for each Reporting Person and corresponding footnotes.
(b)	Percent of class: See Row 11 of the cover page for each Reporting Person and corresponding footnotes.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person and corresponding footnotes.
	(ii) Shared power to vote or to direct the vote: See Row 6 of the cover page for each Reporting Person and corresponding footnotes.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of the cover page for each Reporting Person and corresponding footnotes.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of the cover page for each Reporting Person and corresponding footnotes.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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 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.

Longwood Fund III GP, LLC

Signature:	/s/ Robert Hadfield
Name/Title:	Robert Hadfield, General Counsel
Date:	02/11/2026

Longwood Fund III, L.P.

Signature:	/s/ Robert Hadfield
Name/Title:	Robert Hadfield, General Counsel of the Reporting Person's general partner
Date:	02/11/2026

Comments accompanying signature: *Signed pursuant to a Power of Attorney included herein as an Exhibit to this Schedule 13G.