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[Form 4] Tango Therapeutics, Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4
Rhea-AI Filing Summary

Third Rock Ventures affiliates reported sales of Tango Therapeutics (TNGX) common stock. On 09/05/2025 TRV IV sold 642,906 shares at $7.00 per share and on 09/08/2025 it sold 86,459 shares at a weighted-average price of $7.0395. Following the 09/05 transaction the reporting person disclosed beneficial ownership of 14,813,975 shares and following the 09/08 sale beneficial ownership was reported as 14,727,516 shares. The filing identifies Third Rock Ventures IV, L.P., Third Rock Ventures GP IV, L.P., and TRV GP IV, LLC and includes the standard disclaimer that the general partners disclaim beneficial ownership except to the extent of any pecuniary interest.

Positive
  • Full disclosure of transactions and post-sale holdings by the reporting entities, including transaction dates, share counts, prices, and resulting beneficial ownership
  • Inclusion of weighted-average price disclosure with an offer to provide detailed breakdowns upon request
Negative
  • Insider sales totaling 729,365 shares (642,906 + 86,459) indicate significant insider liquidity
  • Filing contains no explanation for the sales or whether they were part of a pre-established trading plan

Insights

TL;DR Insider group sold ~729k TNGX shares across two dates, reducing their reported beneficial stake to 14.73M shares.

These Form 4 entries document routine dispositions by a director/10% owner group rather than option exercises or derivative activity. The sales occurred at prices around $7.00–$7.14 (weighted average reported at $7.0395) and materially changed the group's reported holdings by about 86,459 shares between filings. For investors, the transactions provide clarity on immediate insider liquidity but do not by themselves reveal drivers or intent; the filing contains no other corporate developments or financial performance data.

TL;DR Disclosure meets Section 16 requirements and includes the customary beneficial ownership disclaimer by GP entities.

The filing properly lists the reporting persons, transaction codes, numbers sold, prices, and post-transaction beneficial ownership. It also includes the common legal disclaimer that the GP entities disclaim beneficial ownership except for any pecuniary interest. There are no declared derivative transactions or additional notes on trading plans in the document. From a governance perspective, the form appears complete and timely for the reported transactions.

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
Estimated average burden
hours per response: 0.5
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*
Third Rock Ventures IV, L.P.

(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02215

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tango Therapeutics, Inc. [ TNGX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
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 09/05/2025 S 642,906 D $7 14,813,975 D(1)
Common Stock 09/08/2025 S 86,459 D $7.0395(2) 14,727,516 D(1)
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
1. Name and Address of Reporting Person*
Third Rock Ventures IV, L.P.

(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Third Rock Ventures GP IV, L.P.

(Last) (First) (Middle)
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TRV GP IV, LLC

(Last) (First) (Middle)
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares are directly held by Third Rock Ventures IV, L.P. ("TRV IV"). The general partner of TRV IV is Third Rock Ventures GP IV, L.P. ("TRV GP IV"). The general partner of TRV GP IV is TRV GP IV, LLC ("TRV GP IV LLC"). Each of TRV GP IV and TRV GP IV LLC disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2).
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, general partner of Third Rock Ventures GP IV, L.P., general partner of Third Rock Ventures IV, L.P. 09/09/2025
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, general partner of Third Rock Ventures GP IV, L.P. 09/09/2025
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC 09/09/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Third Rock Ventures report for TNGX?

The filing reports sales of 642,906 shares on 09/05/2025 at $7.00 and 86,459 shares on 09/08/2025 at a weighted-average price of $7.0395.

How many TNGX shares does the reporting group own after these transactions?

The filing shows beneficial ownership of 14,813,975 shares after the 09/05 transaction and 14,727,516 shares after the 09/08 transaction.

Who filed the Form 4 for these TNGX transactions?

The Form 4 was filed by Third Rock Ventures IV, L.P., with related reporting entities Third Rock Ventures GP IV, L.P. and TRV GP IV, LLC; Kevin Gillis signed the filing.

Were any derivative securities reported in this Form 4?

No derivative securities (options, warrants, convertibles) are reported in Table II of this filing.

Does the filing state the reason for the sales?

No. The Form 4 discloses the sales but does not provide a reason or indicate a trading plan.
Tango Therapeutics Inc

NASDAQ:TNGX

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TNGX Stock Data

1.06B
127.93M
12.26%
109.5%
22.83%
Biotechnology
Pharmaceutical Preparations
Link
United States
BOSTON