RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 11,433,354 ordinary shares of Immatics N.V., representing 8.5% of the company’s outstanding shares. The shares are held by funds advised by RTW Investments, and both RTW and Dr. Wong share voting and dispositive power over them.
The ownership percentage is based on 134,063,829 Immatics ordinary shares outstanding as of December 8, 2025. The filers state the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Immatics.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Immatics N.V.
(Name of Issuer)
Ordinary Shares, nominal value (euro) 0.01 per share
(Title of Class of Securities)
N44445109
(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.
N44445109
1
Names of Reporting Persons
RTW Investments, LP
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
11,433,354.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,433,354.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,433,354.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
N44445109
1
Names of Reporting Persons
Roderick Wong
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,433,354.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,433,354.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,433,354.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Immatics N.V.
(b)
Address of issuer's principal executive offices:
Paul-Ehrlich-Strasse, 15 Tubingen, 2M, 72076.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to Ordinary Shares, nominal value (euro) 0.01 per share (the "Shares") of Immatics N.V. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Ordinary Shares, nominal value (euro) 0.01 per share
(e)
CUSIP No.:
N44445109
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:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 134,063,829 Shares outstanding as of December 8, 2025, as reported in the Issuer's prospectus supplement dated December 4, 2025 filed with the Securities and Exchange Commission (the "SEC") on December 5, 2025.
(b)
Percent of class:
RTW Investments: 8.5%
Dr. Wong: 8.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments:11,433,354 Shares
Dr. Wong: 11,433,354 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments:11,433,354 Shares
Dr. Wong: 11,433,354 Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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 acquired and are held in the ordinary course of business and 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.
RTW Investments, LP
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D., Managing Partner
Date:
02/17/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on November 14, 2024).
What stake in Immatics N.V. (IMTX) does RTW report on this Schedule 13G/A?
RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 11,433,354 Immatics ordinary shares, equal to 8.5% of the outstanding class. These shares are held by RTW-managed funds, with shared voting and dispositive power over the position.
How is the 8.5% ownership in Immatics N.V. (IMTX) calculated in this filing?
The 8.5% stake is calculated using 134,063,829 Immatics ordinary shares outstanding as of December 8, 2025, as reported in an Immatics prospectus supplement. RTW’s 11,433,354 shares divided by this total yields the reported ownership percentage.
Who are the reporting persons on the Immatics N.V. (IMTX) Schedule 13G/A?
The reporting persons are RTW Investments, LP, a Delaware investment adviser, and Roderick Wong, M.D., its Managing Partner and Chief Investment Officer. They report beneficial ownership over shares held by certain investment funds they advise.
Do RTW and Roderick Wong control the Immatics N.V. (IMTX) shares directly?
The filing states the shares are directly held by RTW Funds, with RTW Investments and Dr. Wong having shared voting and dispositive power over 11,433,354 shares. It also notes the filing should not be construed as an admission of beneficial ownership for all purposes.
Is the Immatics N.V. (IMTX) stake held for control purposes according to this Schedule 13G/A?
No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Immatics, except for activities solely related to nominations under specified proxy rules.
What voting and dispositive powers over Immatics N.V. (IMTX) shares are reported?
RTW Investments and Dr. Wong each report 0 shares with sole voting or dispositive power, and 11,433,354 shares with shared voting and shared dispositive power. This reflects joint authority over how these Immatics shares are voted and potentially sold.