Werewolf Therapeutics Inc.

12/29/2025 | Press release | Distributed by Public on 12/29/2025 16:28

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
EVNIN LUKE
2. Issuer Name and Ticker or Trading Symbol
Werewolf Therapeutics, Inc. [HOWL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MPM BIOIMPACT LLC, 399 BOYLSTON STREET, SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025
(Street)
BOSTON, MA 02116
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/22/2025 S(1) 59,307(2) D $0.69(3) 2,782,650 I See Footnotes(4)(5)
Common Stock 12/23/2025 S(1) 71,428(6) D $0.63(7) 2,711,222 I See Footnotes(4)(8)
Common Stock 12/24/2025 S(1) 16,310(9) D $0.65(10) 2,694,912 I See Footnotes(4)(11)
Common Stock 12/26/2025 S(1) 35,632(12) D $0.63(13) 2,659,280 I See Footnotes(4)(14)
Common Stock 12/29/2025 S(1) 108,606(15) D $0.61(16) 2,550,674 I See Footnotes(4)(17)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EVNIN LUKE
C/O MPM BIOIMPACT LLC
399 BOYLSTON STREET, SUITE 1100
BOSTON, MA 02116
X

Signatures

/s/ Luke Evnin 12/29/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Transaction effected pursuant to a plan established pursuant to Rule 10b5-1 dated September 24, 2025.
(2) The shares were sold as follows: 6,344 by MPM Asset Management LLC ("AM LLC"), 40,082 by MPM BioVentures 2014, L.P. ("BV 2014"), 2,673 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 1,381 by MPM Asset Management Investors BV2014 LLC ("AM BV2014") and 8,827 by MPM Oncology Innovations Fund, L.P. ("MPM OIF").
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.6596 to $0.7341 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. MPM Oncology Innovations Fund GP LLC ("MPM OIF GP") is the general partner of MPM OIF. Luke Evnin is a member of AM LLC, a Managing Director of BV LLC and a manager of MPM OIF GP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(5) The shares are held as follows: 298,034 by AM LLC, 1,881,964 by BV 2014, 125,523 by BV 2014(B), 64,775 by AM BV2014 and 412,354 by MPM OIF.
(6) The shares were sold as follows: 7,641 by AM LLC, 48,274 by BV 2014, 3,220 by BV 2014(B), 1,662 by AM BV2014 and 10,631 by MPM OIF.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.61 to $0.6728 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8) The shares are held as follows: 290,393 by AM LLC, 1,833,690 by BV 2014, 122,303 by BV 2014(B), 63,113 by AM BV2014 and 401,723 by MPM OIF.
(9) The shares were sold as follows: 1,745 by AM LLC, 11,023 by BV 2014, 735 by BV 2014(B), 379 by AM BV2014 and 2,428 by MPM OIF.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.6337 to $0.66 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(11) The shares are held as follows: 288,648 by AM LLC, 1,822,667 by BV 2014, 121,568 by BV 2014(B), 62,734 by AM BV2014 and 399,295 by MPM OIF.
(12) The shares were sold as follows: 3,812 by AM LLC, 24,082 by BV 2014, 1,606 by BV 2014(B), 829 by AM BV2014 and 5,303 by MPM OIF.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.6165 to $0.66 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
(14) The shares are held as follows: 284,836 by AM LLC, 1,798,585 by BV 2014, 119,962 by BV 2014(B), 61,905 by AM BV2014 and 393,992 by MPM OIF.
(15) The shares were sold as follows: 11,618 by AM LLC, 73,401 by BV 2014, 4,896 by BV 2014(B), 2,526 by AM BV2014 and 16,165 by MPM OIF.
(16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.58955 to $0.65 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
(17) The shares are held as follows: 273,218 by AM LLC, 1,725,184 by BV 2014, 115,066 by BV 2014(B), 59,379 by AM BV2014 and 377,827 by MPM OIF.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Werewolf Therapeutics Inc. published this content on December 29, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 29, 2025 at 22:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]