SCHEDULE: MPM BioVentures, UBS Oncology Funds Reduce Werewolf Therapeutics Stake

Sentiment:

Beneficial Ownership Amendment


Key institutional investors and insiders, including MPM BioVentures and UBS Oncology Impact Fund, have reported significant open market sales of Werewolf Therapeutics common stock.

Worse than expectedThe filing reports significant open market sales by institutional investors and key individuals, which typically signals a reduction in confidence or a strategic divestment, generally viewed as a negative development for the stock.

Summary

  • This filing is Amendment No. 3 to the Schedule 13D for Werewolf Therapeutics, Inc. (the 'Issuer').
  • The amendment reports open market sales of the Issuer's Common Stock by several filing persons, including MPM BioVentures 2014, L.P., MPM BioVentures 2014 (B), L.P., MPM Asset Management Investors BV2014 LLC, UBS Oncology Impact Fund L.P., MPM Asset Management LLC, and MPM Oncology Innovations Fund LP.
  • Sales occurred between November 18, 2025, and December 3, 2025, at average prices ranging from $0.83 to $0.99 per share.
  • A total of 614,198 shares were sold by the reporting persons during this period.
  • As of December 1, 2025, Ansbert Gadicke beneficially owns 4,867,341 shares, representing 10.0% of the class.
  • Luke Evnin beneficially owns 3,121,694 shares, representing 6.4% of the class.
  • Todd Foley beneficially owns 2,324,576 shares, representing 4.8% of the class.
  • The beneficial ownership percentages are calculated based on 48,540,200 Common Stock outstanding as of October 29, 2025.

Sentiment

Score: 3

Explanation: The sentiment is negative due to significant open market sales by multiple institutional investors and key individuals, indicating a reduction in their stake and potentially a lack of confidence in the company's future prospects, especially given the low average sale prices.

Positives

  • NA

Negatives

  • Significant open market sales by institutional investors and key individuals, including Ansbert Gadicke, Luke Evnin, and Todd Foley, indicate a reduction in their stake and potentially a decrease in confidence in the company's near-term prospects.
  • The average sale prices, predominantly below $1.00 per share, suggest a lack of strong upward momentum or perceived value by these sellers.

Risks

  • The continued selling pressure from significant institutional holders could negatively impact investor sentiment and the company's stock price.
  • A reduction in ownership by key investors and management-affiliated entities may signal underlying concerns about the company's performance or future outlook.

Future Outlook

The filing does not contain any explicit forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports past open market sales by significant shareholders.

Management Comments

  • NA

Industry Context

In the biotechnology sector, significant selling by institutional investors and individuals closely associated with management can be interpreted negatively, especially for development-stage companies like Werewolf Therapeutics. Such sales may suggest a lack of conviction in upcoming clinical milestones or commercial prospects, potentially signaling a challenging environment for the company or the broader oncology therapeutic space.

Comparison to Industry Standards

  • NA

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Managing Director/Partner/MemberNAAnsbert GadickeNAAnsbert Gadicke is listed as Managing Director/Partner/Member for multiple entities with shared voting/dispositive power, but no change in his role is reported in this filing.
Individual with Shared Voting/Dispositive PowerNALuke EvninNALuke Evnin is listed as an individual with shared voting/dispositive power, but no change in his role is reported in this filing.
Individual with Shared Voting/Dispositive PowerNATodd FoleyNATodd Foley is listed as an individual with shared voting/dispositive power, but no change in his role is reported in this filing.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment

Legal Proceedings

  • NA

Related Party Transactions

  • The sales were conducted by various entities (e.g., MPM BioVentures, UBS Oncology Impact Fund) where individuals like Ansbert Gadicke, Luke Evnin, and Todd Foley hold managing roles or shared voting/dispositive power. While these are open market sales, the interconnectedness of the selling entities through these individuals suggests a coordinated reduction in exposure by a related group of investors.

Stakeholder Impact

  • Shareholders: The significant selling by institutional investors and insiders could erode investor confidence and potentially lead to downward pressure on the stock price.
  • Employees: While not directly impacted by this filing, a declining stock price or perceived lack of institutional confidence could indirectly affect employee morale or stock-based compensation value.

Next Steps

  • NA

Key Dates

DateDescription
2021-05-14Initial Schedule 13D filing date.
2025-10-29Date as of which 48,540,200 Common Stock were outstanding, as reported in the Issuer's Form 10-Q.
2025-11-04Amendment No. 1 to Schedule 13D filed.
2025-11-17Amendment No. 2 to Schedule 13D filed.
2025-11-18Start date of reported open market sales by filing persons.
2025-12-01Date of event which required the filing of this statement (last reported sale date for some entities).
2025-12-03End date of reported open market sales by filing persons and date of signing for the Joint Filing Statement and Schedule 13D/A.

Recommendation

sell

The filing reports substantial open market sales by multiple significant institutional investors and key individuals associated with management. This collective divestment, particularly at average prices below $1.00, signals a notable reduction in conviction from sophisticated investors. Such a move typically precedes or accompanies negative developments, or at minimum, suggests a lack of strong positive catalysts in the near term. For existing investors, this warrants a re-evaluation of their position, and for potential investors, it serves as a strong cautionary signal to avoid or consider a 'sell' recommendation.

Keywords

Werewolf Therapeutics, WERE, Schedule 13D/A, SEC filing, beneficial ownership, open market sales, institutional selling, MPM BioVentures, UBS Oncology Impact Fund, biotechnology, oncology

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