Tango Therapeutics, Inc. amendment reports that TCG Crossover II entities and Chen Yu together beneficially hold 11,597,737 shares of Common Stock, representing 8.1% of the class. The disclosure states this position includes 1,066,666 shares underlying pre-funded warrants exercisable within 60 days.
The filing cites a pool of 143,735,517 shares used for calculation, reflecting 142,668,851 shares outstanding as of February 26, 2026 plus the exercisable pre-funded warrants. It notes a Beneficial Ownership Limitation that caps exercises at 9.99%.
Positive
None.
Negative
None.
Insights
Large passive holding disclosed; voting and disposition powers are shared through fund structures.
The filing documents 11,597,737 shares held with shared voting and dispositive power by TCG Crossover GP II and related entities. The position is quantified against a 143,735,517-share denominator that includes exercisable pre-funded warrants as of February 26, 2026.
Key dependencies include the Beneficial Ownership Limitation (9.99%) on pre-funded warrant exercises and the fund governance that attributes shared power. Subsequent filings would show any exercises or transfers affecting this percentage.
Disclosure clarifies control attribution via GP and managing member relationships.
The statement explains that TCG Crossover GP II is general partner of TCG Crossover II and that Chen Yu, as sole managing member, may be deemed to share voting, investment and dispositive power over the reported 11,597,737 shares. The comment ties holdings to record ownership by TCG Crossover II.
Investors should note the filing’s joint-filing agreement and the explicit disclaimer of group status. Any change in fund composition, warrant exercises, or governance arrangements would alter reported power; timing of such events is not stated here.
Key Figures
Beneficially owned shares:11,597,737 sharesPercent of class:8.1%Pre-funded warrants exercisable:1,066,666 shares+3 more
6 metrics
Beneficially owned shares11,597,737 sharesAggregated shared holdings reported by TCG Crossover II/GP II and Chen Yu
Percent of class8.1%Percentage reported against 143,735,517-share base
Pre-funded warrants exercisable1,066,666 sharesUnderlying Pre-Funded Warrants exercisable within 60 days
Shares used for calculation143,735,517 shares142,668,851 outstanding as of February 26, 2026 plus 1,066,666 exercisable warrants
Outstanding shares (issuer reported)142,668,851 sharesOutstanding as of <date>February 26, 2026</date> per issuer Form 10-K
Beneficial Ownership Limitation9.99%Exercise cap in the Pre-Funded Warrants
Key Terms
Pre-Funded Warrants, Beneficial Ownership Limitation, Shared Dispositive Power
3 terms
Pre-Funded Warrantsfinancial
"Consists of (a) 10,531,071 shares of Common Stock and (b) 1,066,666 shares underlying Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Limitationregulatory
"prohibits the exercise of the Pre-Funded Warrants to the extent that doing so would result in ... more than 9.99 percent"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
What stake do TCG Crossover entities hold in Tango Therapeutics (TNGX)?
They report beneficial ownership of 11,597,737 shares, equal to 8.1% of the class. The filing states this count includes 1,066,666 shares underlying pre-funded warrants exercisable within 60 days.
How was the percent ownership calculated in the Schedule 13G/A?
The percent uses a base of 143,735,517 shares, composed of 142,668,851 shares outstanding as of February 26, 2026 plus 1,066,666 exercisable pre-funded warrants, per the filing’s stated calculation.
Does the filing limit warrant exercises for the reporting persons?
Yes. The pre-funded warrants contain a Beneficial Ownership Limitation that prevents exercise to the extent it would cause beneficial ownership to exceed 9.99% of outstanding shares after exercise.
Who is reported as having voting and dispositive power over these shares?
The filing states shared voting and dispositive power of 11,597,737 shares is held via TCG Crossover II, with TCG Crossover GP II as general partner and Chen Yu as sole managing member sharing those powers.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Tango Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87583X109
(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):
87583X109
1
Names of Reporting Persons
TCG Crossover GP II, LLC
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
11,597,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,597,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,597,737.00
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)
OO
Comment for Type of Reporting Person:
Consists of (a) 10,531,071 shares of Common Stock and (b) 1,066,666 shares of the Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement. These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. The Pre-Funded Warrants contain a provision which prohibits the exercise of the Pre-Funded Warrants to the extent that doing so would result in the holder of the Pre-Funded Warrants (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation). As of the date of this filing, the Reporting Persons (as defined in Item 2(a) below) hold less than the Beneficial Ownership Limitation in the aggregate.
Based on 143,735,517 shares of Common Stock, as follows: (a) 142,668,851 shares of Common Stock outstanding as of February 26, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its annual report filed with the Securities and Exchange Commission (the Commission) on March 5, 2026 (the Form 10-K), plus (b) 1,066,666 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement.
SCHEDULE 13G
CUSIP Number(s):
87583X109
1
Names of Reporting Persons
TCG Crossover Fund II, L.P.
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
11,597,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,597,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,597,737.00
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)
PN
Comment for Type of Reporting Person:
Consists of (a) 10,531,071 shares of Common Stock and (b) 1,066,666 shares of the Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement. These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. The Pre-Funded Warrants contain a provision which prohibits the exercise of the Pre-Funded Warrants due to the Beneficial Ownership Limitation. As of the date of this filing, the Reporting Persons hold less than the Beneficial Ownership Limitation in the aggregate.
Based on 143,735,517 shares of Common Stock, as follows: (a) 142,668,851 shares of Common Stock outstanding as of February 26, 2026, as reported by the Issuer the Form 10-K, plus (b) 1,066,666 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement.
SCHEDULE 13G
CUSIP Number(s):
87583X109
1
Names of Reporting Persons
Chen Yu
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
11,597,737.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,597,737.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,597,737.00
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)
IN
Comment for Type of Reporting Person:
Consists of (a) 10,531,071 shares of Common Stock and (b) 1,066,666 shares of the Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement. These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. The Pre-Funded Warrants contain a provision which prohibits the exercise of the Pre-Funded Warrants due to the Beneficial Ownership Limitation. As of the date of this filing, the Reporting Persons hold less than the Beneficial Ownership Limitation in the aggregate.
Based on 143,735,517 shares of Common Stock, as follows: (a) 142,668,851 shares of Common Stock outstanding as of February 26, 2026, as reported by the Issuer the Form 10-K, plus (b) 1,066,666 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Tango Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
201 Brookline Ave., Suite 901, Boston, MA 02215
Item 2.
(a)
Name of person filing:
This Amendment No. 3 (Amendment No. 3) amends and supplements the Schedule 13G initially filed with the Commission on November 20, 2024, as amended by Amendment No. 1 filed with the Commission on November 14, 2025 and Amendment No. 2 filed with the Commission on February 17, 2026 (the Original Schedule 13G) and is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II, and together with TCG Crossover II, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached as Exhibit 1 to the Original Schedule 13G. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein. Capitalized terms not defined in this Amendment No. 3 have the meanings ascribed to them in the Original Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II is a limited liability company organized under the laws of the State of Delaware. TCG Crossover II is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
87583X109
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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
Under certain circumstances set forth in the limited partnership agreement of TCG Crossover II and the limited liability company agreement of TCG Crossover GP II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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 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.
