RTW Investments settles swaps tied to 1.1M RCKT shares; ownership steady

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong, M.D. filed a Form 4 reporting settlement of multiple equity swaps and related transactions in Rocket Pharmaceuticals (RCKT). On 09/19/2025 three previously disclosed equity swaps expired and settled, resulting in the conversion/settlement of positions tied to 1,000,000, 41,000, and 59,000 shares at specified reference prices. The Form shows simultaneous acquisitions and dispositions tied to those settlements but states the aggregate beneficial ownership did not change after settlement. The filing also discloses 47,667 restricted stock units held by Dr. Wong that convert one-for-one to common stock and will vest in full on June 18, 2026. The Adviser and Dr. Wong disclaim beneficial ownership except to the extent of any pecuniary interest.

Insights

Financial Analyst

TL;DR: Settled equity swaps removed synthetic exposures but reported aggregate shareholdings remained unchanged, so market impact is likely neutral.

The Form 4 documents expiration and settlement of previously disclosed equity swaps tied to 1,000,000, 41,000 and 59,000 Rocket Pharmaceuticals shares. The transactions appear to be mechanical terminations of derivative positions rather than open-market accumulation or disposition that would change ownership stakes. The filing explicitly states aggregate beneficial ownership was unchanged, reducing the likelihood of a material immediate valuation impact. The disclosure of 47,667 RSUs vesting in mid-2026 is a notable outstanding dilutive instrument to monitor, but the amount is modest relative to the reported holdings.

Corporate Governance Expert

TL;DR: Transparent Section 16 reporting and a board member’s holdings are disclosed; no governance red flags from these transactions.

The report is filed by RTW Investments, LP and Dr. Roderick Wong, a director and CIO. It clarifies that certain swaps expired and settled as previously disclosed and reiterates disclaimers of beneficial ownership except for pecuniary interest. The filing includes a clear identification of reporting relationships and vesting schedule for 47,667 RSUs awarded to Dr. Wong (vesting June 18, 2026). From a governance perspective, the filing supplies required transparency and does not indicate undisclosed related-party transfers or unusual retention arrangements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [ RCKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/19/2025		X/K(1)		1,000,000	A	$40.0324	19,188,457	I	See footnote(2)
Common Stock	09/19/2025		J/K(1)		1,000,000	D	$3.105	18,188,457	I	See footnote(2)
Common Stock	09/19/2025		X/K(3)		41,000	A	$19.0916	18,229,457	I	See footnote(2)
Common Stock	09/19/2025		J/K(3)		41,000	D	$3.105	18,188,457	I	See footnote(2)
Common Stock	09/19/2025		X/K(4)		59,000	A	$17.8112	18,247,457	I	See footnote(2)
Common Stock	09/19/2025		J/K(4)		59,000	D	$3.105	18,188,457	I	See footnote(2)
Common Stock								47,667(5)	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Equity Swap (obligation to buy)(1)	$40.0324	09/19/2025		X/K(1)			1	(1)	(1)	Common Stock	1,000,000	(1)	0	I	See footnote(2)
Equity Swap (obligation to buy)(3)	$19.0916	09/19/2025		X/K(3)			1	(3)	(3)	Common Stock	41,000	(3)	0	I	See footnote(2)
Equity Swap (obligation to buy)(4)	$17.8112	09/19/2025		X/K(4)			1	(4)	(4)	Common Stock	59,000	(4)	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last) (First) (Middle)

C/O RTW INVESTMENTS, LP

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd. previously reported on the Forms 4 filed by the Reporting Persons on May 13, 2021 and April 5, 2023, expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.

2. This Form 4 is being filed by each of (i) RTW Investments, LP (the "Adviser") with respect to the securities held by certain investment funds managed by the Adviser (the "RTW Funds") and (ii) Roderick Wong, M.D. ("Dr. Wong"), who serves as the Managing Partner and Chief Investment Officer of the Adviser and who is a director of the Issuer and Chairman of the Issuer's Board of Directors.

3. On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 22, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.

4. On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 23, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.

5. Represents restricted stock units ("RSUs") held by Dr. Wong that convert to common stock on a one-for-one basis. The RSUs will vest in full on June 18, 2026.

Remarks:

The Adviser may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that each of Dr. Wong, Gotham Makker, who serves as a Partner and Head of Strategic Investments of the Adviser, and Piratip Pratumsuwan, who serves as Managing Director, Research Analyst of the Adviser, currently serves on the board of directors of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	RTW Investments, LP, By /s/ Roderick Wong, M.D., Managing Partner	09/23/2025
	Roderick Wong, By /s/ Roderick Wong, M.D.	09/23/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did RTW Investments and Roderick Wong report on the Form 4 for RCKT?

The Form 4 reports expiration and settlement of equity swaps on 09/19/2025 tied to 1,000,000, 41,000, and 59,000 Rocket Pharmaceuticals shares, with associated acquisitions and dispositions recorded.

Did the settlement of the equity swaps change RTW/Dr. Wong’s total beneficial ownership in RCKT?

No. The filing explicitly states that after the reported transactions the aggregate beneficial ownership did not change.

Are there any outstanding equity awards disclosed for Dr. Roderick Wong?

Yes. The Form discloses 47,667 restricted stock units (RSUs) for Dr. Wong that convert one-for-one to common stock and will vest in full on June 18, 2026.

What is the reporting relationship of the filers to Rocket Pharmaceuticals?

The filers are RTW Investments, LP (the Adviser) and Roderick Wong, M.D.; both are identified as a Director and 10% owner of the issuer in the filing.

Does the Form 4 indicate any change in control or unusual insider selling?

No. The filing reports settlements of previously disclosed swaps and states aggregate ownership was unchanged, and it does not indicate any change in control or unexpected insider sales.