Taysha Gene Therapies reports beneficial ownership disclosure by RTW Investments and Roderick Wong. The Reporting Persons state shared voting and dispositive power over 20,689,084 shares, representing 7.0% of the class based on 287,269,885 shares outstanding as of March 19, 2026. The amounts "assume the exercise of Warrants held by the Reporting Persons to purchase 7,008,836 Shares." The filing identifies the Reporting Persons' business address and notes the RTW Funds hold the economic right to dividends and sale proceeds.
Positive
None.
Negative
None.
Insights
Disclosure shows a >5% passive/beneficial position reported under Schedule 13G/A.
The filing lists 20,689,084 shares with shared voting and dispositive power, calculated on March 19, 2026 outstanding shares and assumes exercise of 7,008,836 warrants. This is a standard large-holder ownership disclosure rather than an acquisition statement.
Ownership is reported as shared across RTW Funds and Dr. Wong; cash‑flow treatment and trading intentions are not stated in the excerpt. Subsequent filings would show any change in voting or disposition.
Key Figures
Shared voting/dispositive power:20,689,084 sharesPercent of class:7.0%Warrants assumed exercised:7,008,836 shares+1 more
4 metrics
Shared voting/dispositive power20,689,084 sharesReported shared power by RTW Investments and Roderick Wong
Percent of class7.0%Calculated based on 287,269,885 shares outstanding as of March 19, 2026
Warrants assumed exercised7,008,836 sharesAssumed warrant exercises included in ownership calculation
Shares outstanding used287,269,885 sharesOutstanding shares as of March 19, 2026 per Form 10-K
""assume the exercise of Warrants held by the Reporting Persons to purchase 7,008,836 Shares""
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficially ownedregulatory
""Amount beneficially owned: The information required by Item 4(a) is set forth""
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared Dispositive Powerregulatory
""Shared Dispositive Power 20,689,084.00""
Schedule 13G/Aregulatory
""This statement is filed by: (i) RTW Investments, LP ...""
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What stake does RTW Investments report in Taysha (TSHA)?
RTW Investments and Roderick Wong report shared voting and dispositive power over 20,689,084 shares, equal to 7.0% of the class based on 287,269,885 shares outstanding as of March 19, 2026. The amount assumes exercise of 7,008,836 warrants.
Do the reported holdings include warrants for TSHA?
Yes. The reported figures "assume the exercise of Warrants held by the Reporting Persons to purchase 7,008,836 Shares." The ownership percentages are calculated on that assumed basis using the outstanding share count dated March 19, 2026.
Who has voting and dispositive power over the reported shares?
The filing states shared voting power and shared dispositive power of 20,689,084 shares for both RTW Investments and Roderick Wong. Neither party reports sole voting or sole dispositive power for these shares in the excerpt.
Where is the business address for the Reporting Persons?
The business office for the Reporting Persons is listed as 40 10th Avenue, Floor 7, New York, New York 10014. The issuer's principal executive offices are given as 3000 Pegasus Park Drive, Suite 1430, Dallas, TX 75247.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
TAYSHA GENE THERAPIES, INC.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
877619106
(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):
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
20,689,084.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,689,084.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,689,084.00
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)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
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
20,689,084.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,689,084.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,689,084.00
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)
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 percentages set forth in Row 11 of the cover pages are calculated based upon 287,269,885 Shares outstanding as of March 19, 2026 as reported in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 19, 2026, and assume the exercise of Warrants held by the Reporting Persons to purchase 7,008,836 Shares.
(b)
Percent of class:
RTW Investments: 7.0%
Dr. Wong: 7.0%
(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: 20,689,084 Shares
Dr. Wong: 20,689,084 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: 20,689,084 Shares
Dr. Wong: 20,689,084 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:
05/15/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
05/15/2026
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).
