RTW Investments, LP and Managing Partner Roderick Wong report beneficial ownership of Taysha Gene Therapies common stock. They are deemed to beneficially own 23,407,133 shares, representing 8.3% of the common stock, including warrants exercisable for 7,008,836 shares, based on 273,919,373 shares outstanding as of November 4, 2025.
The shares are held by RTW-managed funds, which have the right to receive dividends and sale proceeds. The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Taysha Gene Therapies.
How much of TSHA does RTW Investments report owning in this Schedule 13G/A?
RTW Investments and Roderick Wong report beneficial ownership of 23,407,133 Taysha Gene Therapies shares, or 8.3% of the common stock. This figure includes warrants to purchase 7,008,836 shares, calculated against 273,919,373 shares outstanding as of November 4, 2025.
Who are the reporting persons in the TSHA Schedule 13G/A filing?
The filing lists RTW Investments, LP and Roderick Wong, M.D. as reporting persons. RTW acts as investment adviser to certain funds holding TSHA shares, while Dr. Wong is RTW’s Managing Partner and Chief Investment Officer, reporting the same 23,407,133 shares.
How is control over TSHA shares structured for RTW Investments and its funds?
RTW Investments and Roderick Wong report shared voting and dispositive power over 23,407,133 TSHA shares and no sole power. The underlying RTW funds have rights to dividends and sale proceeds from these shares, reflecting their economic interest in the position.
Does RTW Investments intend to influence control of Taysha Gene Therapies (TSHA)?
The filing states the TSHA securities were acquired and are held in the ordinary course of business. It specifies they were not acquired and are not held for the purpose or effect of changing or influencing control of Taysha Gene Therapies.
What role do warrants play in RTW’s reported TSHA ownership?
RTW’s reported 23,407,133 TSHA shares assume exercise of warrants for 7,008,836 shares, the maximum exercisable given current outstanding shares and holdings. The 8.3% ownership percentage is calculated including these warrants, using 273,919,373 shares outstanding as the reference base.
What is the reference share count used to calculate RTW’s 8.3% TSHA stake?
The 8.3% ownership is based on 273,919,373 TSHA shares outstanding as of November 4, 2025. This figure comes from Taysha Gene Therapies’ Form 10-Q filed with the SEC on that date and is combined with RTW’s warrants in the calculation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
TAYSHA GENE THERAPIES, INC.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
877619106
(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.
877619106
1
Names of Reporting Persons
RTW Investments, LP
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
23,407,133.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
23,407,133.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
23,407,133.00
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)
8.3 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
877619106
1
Names of Reporting Persons
Roderick Wong
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
23,407,133.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
23,407,133.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
23,407,133.00
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)
8.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TAYSHA GENE THERAPIES, INC.
(b)
Address of issuer's principal executive offices:
3000 PEGASUS PARK DRIVE, SUITE 1430, DALLAS, TX, 75247.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.00001 per share (the "Shares") of Taysha Gene Therapies, Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
877619106
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:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 7,008,836 Shares (the "Warrants"), the maximum amount that may be exercised given the current number of outstanding shares and the shares held by the Reporting Persons. The percentages set forth in Row 11 of the cover pages are calculated based upon 273,919,373 Shares outstanding as of November 4, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 4, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 7,008,836 Shares.
(b)
Percent of class:
RTW Investments: 8.3%
Dr. Wong: 8.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 23,407,133 Shares
Dr. Wong: 23,407,133 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 23,407,133 Shares
Dr. Wong: 23,407,133 Shares
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.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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 acquired and are held in the ordinary course of business and 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.
RTW Investments, LP
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D., Managing Partner
Date:
02/17/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on February 14, 2024).
