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Tango Therapeutics (TNGX): TCG Crossover and Chen Yu disclose 7% beneficial stake

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC and Chen Yu report beneficial ownership of Tango Therapeutics, Inc. Common Stock. Each reporting person is deemed to beneficially own 10,147,867 shares, representing 7.0% of the class, including 9,081,201 shares of Common Stock and 1,066,666 shares underlying Pre-Funded Warrants exercisable within 60 days. The Pre-Funded Warrants are subject to a 9.99% Beneficial Ownership Limitation, and the reporting persons state that they collectively hold less than this threshold. The percentage is calculated based on 145,714,648 shares of Common Stock, consisting of 144,647,982 shares outstanding as of May 6, 2026 plus the warrant shares assumed exercisable. The reporting persons disclaim group status and beneficial ownership beyond their pecuniary interests.

Positive

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Negative

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Beneficially owned shares 10,147,867 shares Shares deemed beneficially owned by each reporting person
Ownership percentage 7.0% Percent of Tango Therapeutics Common Stock class beneficially owned
Common Stock held 9,081,201 shares Shares of Common Stock held of record by TCG Crossover II
Pre-Funded Warrant shares 1,066,666 shares Shares of Common Stock underlying Pre-Funded Warrants exercisable within 60 days
Shares outstanding baseline 144,647,982 shares Common Stock outstanding as of May 6, 2026, per Form 10-Q
Total shares for calculation 145,714,648 shares Outstanding shares plus warrant shares deemed outstanding for ownership percentage
Beneficial Ownership Limitation 9.99% Maximum ownership permitted upon exercise of Pre-Funded Warrants
Pre-Funded Warrants financial
"Consists of (a) 9,081,201 shares of Common Stock and (b) 1,066,666 shares of the Common Stock 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 Limitation financial
"would result in the holder ... beneficially owning more than 9.99 percent ... (the Beneficial Ownership Limitation)"
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.
shared voting power financial
"6 | Shared Voting Power 10,147,867.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive power financial
"8 | Shared Dispositive Power 10,147,867.00"
pecuniary interest financial
"disclaims beneficial ownership of all securities reported ... except to the extent of such Reporting Person's pecuniary interest"

FAQ

What percentage of Tango Therapeutics (TNGX) does TCG Crossover report owning?

The reporting persons disclose beneficial ownership of 7.0% of Tango Therapeutics’ Common Stock. This is based on 10,147,867 shares deemed beneficially owned out of 145,714,648 shares considered outstanding for the calculation.

How many Tango Therapeutics (TNGX) shares does TCG Crossover beneficially own?

The filing reports beneficial ownership of 10,147,867 shares of Tango Therapeutics Common Stock. This includes 9,081,201 shares of Common Stock plus 1,066,666 shares underlying Pre-Funded Warrants exercisable within 60 days of the statement.

What are the Pre-Funded Warrants held in Tango Therapeutics (TNGX) by TCG Crossover?

The reporting persons hold Pre-Funded Warrants for 1,066,666 shares of Tango Therapeutics Common Stock. These warrants are exercisable within 60 days but are subject to a 9.99% Beneficial Ownership Limitation that restricts exercise above that level.

How is the ownership percentage for TCG Crossover in Tango Therapeutics (TNGX) calculated?

The 7.0% ownership is calculated using 145,714,648 shares of Common Stock. This base includes 144,647,982 shares outstanding as of May 6, 2026, plus 1,066,666 warrant shares deemed outstanding because they are exercisable within 60 days.

Who are the reporting persons in this Tango Therapeutics (TNGX) Schedule 13G/A?

The reporting persons are TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC, and Chen Yu. TCG Crossover GP II is the general partner of TCG Crossover II, and Chen Yu is the sole managing member of TCG Crossover GP II.

Does the Schedule 13G/A for Tango Therapeutics (TNGX) indicate a shareholder group?

The filing states that the reporting entities and individual expressly disclaim status as a group for Section 13 purposes. Each also disclaims beneficial ownership of securities except to the extent of their pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





87583X109

(CUSIP Number)
06/30/2026

(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




Comment for Type of Reporting Person: Consists of (a) 9,081,201 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 145,714,648 shares of Common Stock, as follows: (a) 144,647,982 shares of Common Stock outstanding as of May 6, 2026, 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 May 13, 2026 (the Form 10-Q), plus (b) 1,066,666 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement.


SCHEDULE 13G




Comment for Type of Reporting Person: Consists of (a) 9,081,201 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 145,714,648 shares of Common Stock, as follows: (a) 144,647,982 shares of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (b) 1,066,666 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement.


SCHEDULE 13G




Comment for Type of Reporting Person: Consists of (a) 9,081,201 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 145,714,648 shares of Common Stock, as follows: (a) 144,647,982 shares of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (b) 1,066,666 shares of Common Stock underlying Pre-Funded Warrants which are exercisable within 60 days of this Statement.


SCHEDULE 13G



TCG Crossover GP II, LLC
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, Authorized Signatory
Date:08/14/2026
TCG Crossover Fund II, L.P.
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, Authorized Signatory
Date:08/14/2026
Chen Yu
Signature:/s/ Craig Skaling
Name/Title:Craig Skaling, as Attorney-in-Fact for Chen Yu
Date:08/14/2026