SCHEDULE: RA Capital Updates Werewolf Therapeutics Stake to 13.8%

RA Capital Management, L.P. and its affiliates updated their beneficial ownership in Werewolf Therapeutics, Inc. to 13.8% of common stock, reflecting an increase in the issuer's outstanding shares and a director's departure.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, "Reporting Persons") filed Amendment No. 7 to their Schedule 13D for Werewolf Therapeutics, Inc.
• The Reporting Persons collectively beneficially own 6,681,307 shares of common stock, representing 13.8% of the class.
• This percentage is based on 48,540,200 shares of common stock outstanding as of October 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 4, 2025.
• RA Capital Healthcare Fund, L.P. directly holds 6,237,482 shares, representing 12.9% of the class.
• RA Capital Nexus Fund II, L.P. holds 443,825 shares.
• The reported percentage ownership reflects an increase in the number of outstanding shares of Werewolf Therapeutics, Inc., rather than transactions by the Reporting Persons.
• Dr. DiRocco's service as a director of the Issuer ceased on June 12, 2025, coinciding with the Issuer's 2025 Annual Meeting of Stockholders.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual update regarding beneficial ownership percentages and a director's departure. The decrease in percentage ownership for the reporting persons is due to dilution from an increased share count, not a sale of shares, which is a neutral event for the reporting persons but implies dilution for all shareholders.

Positives

• No sales of shares by RA Capital Management, L.P. or its affiliates were reported in the past 60 days, indicating continued holding of their investment.

Negatives

• The beneficial ownership percentage of RA Capital Management, L.P. and its affiliates decreased from previous filings due to an increase in the total number of outstanding shares of Werewolf Therapeutics, Inc., indicating dilution for existing shareholders.

Risks

• The filing itself does not detail specific company risks, but the dilution of existing shareholder stakes due to an increase in outstanding shares is an inherent risk for investors.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the issuer's future performance or strategic direction.

Industry Context

This filing is a routine update of a significant shareholder's beneficial ownership and a director's departure. It does not provide specific insights into broader industry trends or competitive landscape beyond the general context of a biotechnology company with institutional investment.

Management Changes

Corporate Governance

Legal Proceedings

• The filing states that none of the Reporting Persons have been involved in criminal or civil proceedings related to securities laws in the last five years.

Stakeholder Impact

• Shareholders: The increase in outstanding shares implies dilution for existing shareholders, as the ownership percentage of RA Capital decreased despite no sales. The departure of a director may impact board composition and oversight.
• Employees, Customers, Suppliers, Creditors: The filing does not contain information directly impacting these stakeholders.

Next Steps

• Werewolf Therapeutics, Inc. will continue its operations and development activities.
• RA Capital Management, L.P. and its affiliates will continue to monitor their investment in Werewolf Therapeutics, Inc.

Key Dates

Recommendation

This filing is a routine Schedule 13D/A update, primarily reflecting a change in beneficial ownership percentage due to an increase in the issuer's outstanding shares and a director's departure. It does not provide new financial performance data or strategic insights that would warrant a change in investment thesis. The implied dilution from increased outstanding shares is a minor negative, but the continued holding by a significant institutional investor like RA Capital suggests ongoing confidence. Therefore, a 'hold' recommendation is appropriate based solely on this filing, pending further operational or financial updates from the company.

Keywords

Werewolf Therapeutics, RA Capital Management, Schedule 13D, beneficial ownership, common stock, equity stake, institutional investor, biotechnology, dilution, director departure