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
None.
Negative
None.
Key Figures
Beneficially owned shares:10,147,867 sharesOwnership percentage:7.0%Common Stock held:9,081,201 shares+4 more
7 metrics
Beneficially owned shares10,147,867 sharesShares deemed beneficially owned by each reporting person
Ownership percentage7.0%Percent of Tango Therapeutics Common Stock class beneficially owned
Common Stock held9,081,201 sharesShares of Common Stock held of record by TCG Crossover II
Pre-Funded Warrant shares1,066,666 sharesShares of Common Stock underlying Pre-Funded Warrants exercisable within 60 days
Shares outstanding baseline144,647,982 sharesCommon Stock outstanding as of May 6, 2026, per Form 10-Q
Total shares for calculation145,714,648 sharesOutstanding shares plus warrant shares deemed outstanding for ownership percentage
Beneficial Ownership Limitation9.99%Maximum ownership permitted upon exercise of Pre-Funded Warrants
"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 Limitationfinancial
"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 powerfinancial
"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 powerfinancial
"8 | Shared Dispositive Power 10,147,867.00"
pecuniary interestfinancial
"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.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Tango Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
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
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
10,147,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,147,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,147,867.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
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
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
10,147,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,147,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,147,867.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
PN
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
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
10,147,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,147,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,147,867.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
IN
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
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. 4 (Amendment No. 4) 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, Amendment No. 2 filed with the Commission on February 17, 2026 and Amendment No. 3 filed with the Commission on May 15, 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. 4 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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
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.