Immatics N.V. files an Amendment No. 4 to a Schedule 13G/A reporting shared beneficial ownership of 12,869,340 shares (representing 9.6% of the class). The percentage is calculated using 134,071,432 shares outstanding as of December 31, 2025, as reported in the company's Form 20-F.
The statement is filed by RTW Investments, LP and Roderick Wong, M.D.; both report shared voting and dispositive power over the noted shares held by certain RTW funds. The filing incorporates a joint filing agreement by reference.
Positive
None.
Negative
None.
Insights
RTW reports a 9.6% shared stake in Immatics, held through RTW Funds.
The cover page lists 12,869,340 shares and attributes shared voting and dispositive power to RTW Investments and Dr. Wong; the stake is measured against 134,071,432 shares outstanding as of December 31, 2025. The filing is an amendment to a prior Schedule 13G/A and includes a joint filing agreement by reference.
Key dependencies include whether RTW Funds alter holdings; future filings will disclose changes in share counts or voting arrangements. Timing and cash‑flow treatment are not stated in this excerpt.
This is a passive ownership disclosure, not a transaction notice.
The filing reports beneficial ownership and the calculation basis for the 9.6% figure, citing the company's Form 20-F outstanding share count. It clarifies that the RTW Funds "have the right to receive or the power to direct the receipt" of dividends or proceeds on the reported shares.
There is no proceeds or sale instruction disclosed here; changes to the position would appear in subsequent amendments or Schedule 13D/13G updates.
Key Figures
Shares reported beneficially owned:12,869,340 sharesPercent of class:9.6%Shares outstanding used for calc:134,071,432 shares
3 metrics
Shares reported beneficially owned12,869,340 sharesReported by RTW Investments and Roderick Wong
Percent of class9.6%Calculated using shares outstanding as of <date>December 31, 2025</date>
Shares outstanding used for calc134,071,432 sharesAs reported in Form 20‑F (filed March 5, 2026)
"Amendment No. 4 to a Schedule 13G/A reporting shared beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared dispositive powerregulatory
"Shared Dispositive Power 12,869,340.00 reported for the Reporting Persons"
beneficially ownedregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth in Rows 5 - 9"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Immatics N.V.
(Name of Issuer)
Ordinary Shares, nominal value (euro) 0.01 per share
(Title of Class of Securities)
N44445109
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
12,869,340.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,869,340.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,869,340.00
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)
9.6 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
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
12,869,340.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,869,340.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,869,340.00
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)
9.6 %
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 134,071,432 Shares outstanding as of December 31, 2025, as reported in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on March 5, 2026.
(b)
Percent of class:
RTW Investments: 9.6%
Dr. Wong: 9.6%
(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: 12,869,340 Shares
Dr. Wong: 12,869,340 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: 12,869,340 Shares
Dr. Wong: 12,869,340 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:
05/15/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
05/15/2026
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 does RTW Investments report in Immatics (IMTX)?
RTW Investments and Roderick Wong report shared ownership of 12,869,340 shares, representing 9.6% of the class based on 134,071,432 shares outstanding as of December 31, 2025.
Does the filing show RTW Investments has voting control of the shares?
The filing shows shared voting power of 12,869,340 shares for RTW Investments and Dr. Wong; it reports no sole voting power over those shares in this statement.
Are proceeds or planned sales disclosed in this Schedule 13G/A amendment?
No. The amendment discloses beneficial ownership and states the RTW Funds have rights to dividends or sale proceeds; it does not disclose any planned sales or cash‑flow treatment.
What source does the filing use to calculate the 9.6% figure?
The percentage is calculated using 134,071,432 shares outstanding as of December 31, 2025, as reported in Immatics' Annual Report on Form 20‑F filed March 5, 2026.
Who signed the Schedule 13G/A amendment for RTW Investments?
The filing is signed by Roderick Wong, M.D. in his capacity as Managing Partner of RTW Investments, dated May 15, 2026.
