[SCHEDULE 13G/A] Tarsus Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong report beneficial ownership of 3,424,180 shares of Tarsus Pharmaceuticals common stock, representing 8.1% of the outstanding shares based on 42,014,237 shares outstanding as reported in the companys quarterly report dated April 24, 2025. The shares are held by the RTW Funds, for which RTW Investments is the investment adviser, and Dr. Wong reports the same aggregate holding on behalf of those funds.

The filing shows no sole voting or dispositive power (0 shares) and shared voting and dispositive power over the 3,424,180 shares. The Reporting Persons certify the securities are held in the ordinary course of business and were not acquired for the purpose of changing or influencing control of the issuer.

Positive

• Material institutional stake: RTW Investments and Dr. Roderick Wong beneficially own 3,424,180 shares (8.1%) of Tarsus common stock.
• Holdings managed via funds: Shares are held by the RTW Funds, with RTW Investments acting as investment adviser, indicating professional fund management of the position.

Negative

• No sole voting or dispositive power: The Reporting Persons report 0 shares of sole voting or dispositive power, limiting unilateral control.
• Position disclosed as not for control: The certification states the shares were not acquired to change or influence control of the issuer, implying no immediate takeover intent.

Insights

Financial Analyst

TL;DR: RTW Investments and its CIO Roderick Wong hold a material institutional stake of 3.42M shares (8.1%) in TARS.

This Schedule 13G/A discloses a meaningful >5% position: 3,424,180 shares (8.1%) of common stock based on 42,014,237 shares outstanding per the companys quarterly report. The position is reported as shared voting and dispositive power rather than sole control, and the filing includes a certification that the shares are held in the ordinary course of business and not for the purpose of changing control. For analysts, this signals measurable institutional exposure without an explicit control intent.

Corporate Governance Expert

TL;DR: A single investment adviser and its managing partner report shared authority over an 8.1% stake, noted as not intended to change control.

The filing attributes the stake to RTW Funds with RTW Investments as adviser and Dr. Wong as Managing Partner, showing shared voting and dispositive power of 3,424,180 shares. The absence of sole voting/dispositive power is explicit. The certification that the holdings are not for influencing control reduces immediate governance-change concerns, though the size of the stake makes the holder an important shareholder to monitor for future engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Tarsus Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87650L103

(CUSIP Number)

06/30/2025

(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. 87650L103

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 3,424,180.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,424,180.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,424,180.00

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)

8.1 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 87650L103

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 3,424,180.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,424,180.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,424,180.00

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)

8.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tarsus Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 15440 Laguna Canyon Road, Suite 160, Irvine, CA, 92618.
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 the Shares (as defined in Item 2(d) below) 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 Act, 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: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 87650L103
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 Items 4(a) - (c) is set forth in Rows 5 - 11 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 42,014,237 Shares outstanding as of April 24, 2025 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 1, 2025.
(b)	Percent of class: RTW Investments: 8.1% Dr. Wong: 8.1%
(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: 3,424,180 Shares Dr. Wong: 3,424,180 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: 3,424,180 Shares Dr. Wong: 3,424,180 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	08/14/2025

Roderick Wong

Signature:	s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2025

FAQ

How many TARS shares does RTW Investments report owning?

The filing reports 3,424,180 shares of Tarsus Pharmaceuticals common stock.

What percentage of Tarsus (TARS) does the reported stake represent?

The reported position represents 8.1% of the class, based on 42,014,237 shares outstanding.

Does RTW Investments have sole voting or dispositive power over the shares?

No. The filing shows 0 shares of sole voting power and 0 shares of sole dispositive power; voting and dispositive power are reported as shared for 3,424,180 shares.

Are the shares held for the purpose of changing control of Tarsus?

The Reporting Persons certify the securities are held in the ordinary course of business and were not acquired for the purpose of changing or influencing control of the issuer.

Who are the Reporting Persons named in the Schedule 13G/A for TARS?

The reporting entities are RTW Investments, LP and Roderick Wong, M.D. (Managing Partner and CIO of RTW Investments).