Tango Therapeutics, Inc. received an amended Schedule 13G from TCG Crossover Fund II, TCG Crossover GP II, and Chen Yu reporting beneficial ownership of 13,521,839 shares of common stock, representing 9.99% of the class.
The position consists of 12,762,094 common shares and 759,745 shares underlying pre-funded warrants that are exercisable within 60 days of the statement. Additional pre-funded warrants for up to 1,066,666 shares are excluded because a 9.99% Beneficial Ownership Limitation prevents exercise above that threshold. Ownership is calculated using 134,593,998 shares outstanding as of October 28, 2025, plus the exercisable warrant shares. The filers state the securities are not held for the purpose of changing or influencing control of Tango.
Positive
None.
Negative
None.
Insights
TCG Crossover and Chen Yu report a capped 9.99% passive stake in Tango Therapeutics.
The filing shows TCG Crossover Fund II, its general partner TCG Crossover GP II, and Chen Yu collectively beneficially own 13,521,839 Tango Therapeutics common shares, or 9.99% of the company. This combines common stock and pre-funded warrants exercisable within 60 days.
The beneficial ownership is calculated using 134,593,998 shares outstanding as of October 28, 2025, plus 759,745 warrant shares that are exercisable within 60 days. Additional pre-funded warrants for up to 1,066,666 shares are blocked by a 9.99% Beneficial Ownership Limitation, which restricts exercises that would push ownership above that level.
The filers certify the holdings were not acquired to change or influence control. This points to a large but passive institutional position. Future amendments could change the reported percentage if Tango’s share count or the exercisability of the remaining warrants changes, but any such shifts would be disclosed in subsequent ownership reports.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Tango Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87583X109
(CUSIP Number)
12/31/2025
(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.
87583X109
1
Names of Reporting Persons
TCG Crossover GP 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
13,521,839.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,521,839.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,521,839.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Consists of (a) 12,762,094 shares of Common Stock and (b) 759,745 shares of the Common Stock underlying Pre-Funded Warrants which are exerciseable 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. This total excludes 306,921 shares of Common Stock subject to Pre-Funded Warrants (the Pre-Funded Warrants) which are not exercisable within 60 days of this Statement because the Pre-Funded Warrants may not be exercised 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).
Based on 134,593,998 shares of Common Stock outstanding as of October 28, 2025, as reported by the Issuer (as defined in Item 1(a) below) in its quarterly report filed with the Securities and Exchange Commission (the Commission) on November 4, 2025 (the Form 10-Q), plus 759,745 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement.
SCHEDULE 13G
CUSIP No.
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
13,521,839.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,521,839.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,521,839.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: 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. This total excludes 1,066,666 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 134,593,998 shares of Common Stock outstanding as of October 28, 2025, as reported by the Issuer in its Form 10-Q, plus 759,745 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement..
SCHEDULE 13G
CUSIP No.
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
13,521,839.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,521,839.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,521,839.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
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. This total excludes 1,066,666 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 134,593,998 shares of Common Stock outstanding as of Ocotber 28, 2025, as reported by the Issuer in its Form 10-Q, plus 759,745 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. 2 (Amendment No. 2) 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 (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. 2 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.
How much of Tango Therapeutics (TNGX) does TCG Crossover report owning?
The reporting persons disclose beneficial ownership of 13,521,839 shares of Tango Therapeutics common stock, representing 9.99% of the outstanding class. This includes both common shares and pre-funded warrants exercisable within 60 days of the statement date.
What securities make up the 13,521,839 Tango Therapeutics (TNGX) shares reported?
The reported position consists of 12,762,094 common shares plus 759,745 shares underlying pre-funded warrants that are exercisable within 60 days. These instruments together form the 13,521,839 shares of Tango Therapeutics beneficially owned by the reporting persons.
What is the Beneficial Ownership Limitation mentioned for Tango Therapeutics (TNGX)?
The filing describes a 9.99% Beneficial Ownership Limitation, which prevents pre-funded warrants from being exercised if it would cause the holder and affiliates to own more than 9.99% of Tango’s common stock immediately after exercise, limiting additional warrant exercises.
Are there additional Tango Therapeutics (TNGX) warrants not counted in the 9.99% stake?
Yes. The filing notes up to 1,066,666 shares of common stock subject to pre-funded warrants are excluded from beneficial ownership because they are not exercisable within 60 days due to the 9.99% Beneficial Ownership Limitation governing those warrants.
On what share count is the 9.99% Tango Therapeutics (TNGX) ownership based?
The 9.99% figure is calculated using 134,593,998 common shares outstanding as of October 28, 2025, as reported by Tango Therapeutics, plus 759,745 shares of common stock underlying pre-funded warrants exercisable within 60 days of the statement.
Do the reporting persons seek to influence control of Tango Therapeutics (TNGX)?
The certification states the securities were not acquired and are not held for the purpose of changing or influencing the control of Tango Therapeutics, and are not held in connection with any transaction having that purpose, indicating a passive investment intent.
