Editas Medicine, Inc. ownership disclosure: TCG Crossover III entities and Chen Yu report shared beneficial ownership of 15,798,999 shares of Common Stock, representing 9.9% of the class. The total counts include 11,111,111 issued shares plus 4,687,888 shares issuable upon warrants exercisable within 60 days. The filing cites 153,461,838 shares outstanding as of May 27, 2026 following an underwritten offering, and a combined basis of 158,149,726 shares when the exercisable warrants are included.
The reporting persons note a Beneficial Ownership Limitation that prevents exercise of certain warrants to the extent doing so would push ownership above 9.99%. The filing is a joint Schedule 13G by TCG Crossover Fund III, L.P., TCG Crossover GP III, LLC and Chen Yu and includes a joint filing agreement.
Positive
None.
Negative
None.
Insights
TCG group reports a near-10% stake tied to exercisable warrants.
The Schedule 13G shows 15,798,999 shares of beneficial ownership reported as 9.9%, which combines issued shares and 4,687,888 warrant-derived shares exercisable within 60 days. The filing cites an outstanding share base of 153,461,838 as of May 27, 2026.
Because a Beneficial Ownership Limitation caps exercisability at 9.99%, additional warrants are excluded from the immediate exercisable count. Subsequent filings or exercises will clarify any change in public float or ownership percentage.
Key Figures
Beneficial ownership reported:15,798,999 sharesPercent of class:9.9%Issued shares included:11,111,111 shares+4 more
7 metrics
Beneficial ownership reported15,798,999 sharescombined holdings reported by TCG Crossover III and Chen Yu
Percent of class9.9%reported percentage of common stock beneficially owned
Issued shares included11,111,111 sharesissued Common Stock included in the reported total
Exercisable warrant shares4,687,888 sharesCommon Stock underlying warrants exercisable within 60 days
Warrants excluded due to limitation6,423,223 shareswarrant shares not exercisable within 60 days due to Beneficial Ownership Limitation
Shares outstanding as of153,461,838 sharesoutstanding following the offering closed May 27, 2026
Combined basis for percent158,149,726 shares153,461,838 outstanding plus 4,687,888 exercisable warrants
Key Terms
Beneficial Ownership Limitation, Common Stock Warrants, Shared Dispositive Power
3 terms
Beneficial Ownership Limitationregulatory
"which may not be exercised for Common Stock to the extent that doing so would result in the holder"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Common Stock Warrantsfinancial
"shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days"
Common stock warrants are tradable certificates that give the holder the right, but not the obligation, to buy a company’s common shares at a fixed price before a specified expiration date. They work like long-term options issued by the company and can provide cheaper, leveraged exposure to a stock’s potential upside; however, if holders use the warrants to buy shares, the total number of shares increases, which can dilute the value of existing shares.
Shared Dispositive Powerregulatory
"Shared Dispositive Power 15,798,999.00"
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What stake does TCG Crossover III hold in Editas Medicine (EDIT)?
TCG Crossover III reports beneficial ownership of 15,798,999 shares, equal to 9.9% of Editas' common stock based on the filing's stated share counts and exercisable warrants.
How many warrant-derived shares are exercisable within 60 days?
The filing identifies 4,687,888 shares of Common Stock underlying warrants that are exercisable within 60 days, and these are included in the beneficial ownership total reported.
What is the Beneficial Ownership Limitation described in the filing?
A 9.99% Beneficial Ownership Limitation prevents exercise of certain warrants if doing so would cause beneficial ownership to exceed 9.99%, excluding 6,423,223 warrant shares from near-term exercisability.
What is the share count basis used to calculate the percentage ownership?
The percentage is based on 153,461,838 shares outstanding as of May 27, 2026 following the offering, plus the 4,687,888 exercisable-warrant shares for a combined basis of 158,149,726 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Editas Medicine, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
28106W103
(CUSIP Number)
05/27/2026
(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):
28106W103
1
Names of Reporting Persons
TCG Crossover GP III, LLC
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
15,798,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,798,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,798,999.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Consists of (a) 11,111,111 shares of Common Stock and (b) 4,687,888 shares of Common Stock underlying Common Stock Warrants (the Common Stock Warrants) which are exercisable within 60 days of this Statement. These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). This total excludes 6,423,223 shares of Common Stock subject to Common Stock Warrants which are not exercisable within 60 days of this Statement because the Common Stock Warrants may not be exercised for Common Stock to the extent that doing so would result in the holder of the Common Stock Warrants (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 158,149,726 shares, as follows: (a) 153,461,838 shares of Common Stock outstanding as of May 27, 2026, following the underwritten offering that closed on May 27, 2026 (the Offering), as reported by the Issuer (as defined in Item 1(a) below) in its final prospectus filed with the United States Securities and Exchange Commission (the Commission) on May 26, 2026 (the Prospectus), plus (b) 4,687,888 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement.
SCHEDULE 13G
CUSIP Number(s):
28106W103
1
Names of Reporting Persons
TCG Crossover Fund III, L.P.
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
15,798,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,798,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,798,999.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Consists of (i) 11,111,111 shares of Common Stock and (ii) 4,687,888 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement. These securities are held of record by TCG Crossover III. This total excludes 6,423,223 shares of Common Stock subject to Common Stock Warrants which are not exercisable for Common Stock within 60 days of this Statement due to the Beneficial Ownership Limitation. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 158,149,726 shares, as follows: (a) 153,461,838 shares of Common Stock outstanding as of May 27, 2026, following the Offering, as reported by the Issuer in the Prospectus, plus (b) 4,687,888 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement.
SCHEDULE 13G
CUSIP Number(s):
28106W103
1
Names of Reporting Persons
Chen Yu
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
15,798,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,798,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,798,999.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Consists of (i) 11,111,111 shares of Common Stock and (ii) 4,687,888 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement. These securities are held of record by TCG Crossover III. This total excludes 6,423,223 shares of Common Stock subject to Common Stock Warrants which are not exercisable for Common Stock within 60 days of this Statement due to the Beneficial Ownership Limitation. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 158,149,726 shares, as follows: (a) 153,461,838 shares of Common Stock outstanding as of May 27, 2026, following the Offering, as reported by the Issuer in the Prospectus, plus (b) 4,687,888 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Editas Medicine, Inc.
(b)
Address of issuer's principal executive offices:
11 Hurley Street, Cambridge, MA 02141
Item 2.
(a)
Name of person filing:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund III, L.P. (TCG Crossover III), TCG Crossover GP III, LLC (TCG Crossover GP III, and together with TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP III is a limited liability company organized under the laws of the State of Delaware. TCG Crossover III is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
28106W103
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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
Under certain circumstances set forth in the limited partnership agreement of TCG Crossover III and the limited liability company agreement of TCG Crossover GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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 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.
