Prelude Therapeutics Incorporated Schedule 13G: RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky and Rajeev Shah report collective beneficial ownership totaling 6,477,309 shares, representing 9.99% of voting common stock under the Pre-Funded Warrants' ownership blocker. The filing explains voting and dispositive power delegations and ownership calculations based on outstanding share counts.
Positive
None.
Negative
None.
Insights
RA Capital and affiliates report a near-10% position in Prelude (PRLD).
The filing shows the Fund directly holds 6,475,882 shares plus Pre-Funded Warrants exercisable for 1,407,000 shares, with a contractual Beneficial Ownership Blocker limiting exercises above 9.99%. Voting and disposition rights are delegated to RA Capital under the Fund's arrangements.
Timing and future activity depend on the Blocker and any change in outstanding shares; subsequent filings would report material transactions or changes in voting power.
Delegation and disclaimers clarify legal exposure under Section 13(d).
The filing notes RA Capital serves as investment adviser and the Fund delegated sole voting and dispositive power, while the Fund disclaims beneficial ownership for Section 13(d) because delegation cannot be revoked on less than 61 days' notice. Dr. Kolchinsky and Mr. Shah are identified as controlling persons of adviser entities.
Observers should watch for any amendments or Form 13D that would indicate active coordination or changes to the delegation.
Key Figures
Reported combined shares:6,477,309 sharesFund direct holdings:6,475,882 sharesPre-Funded Warrants exercisable:1,407,000 shares+3 more
6 metrics
Reported combined shares6,477,309 sharesaggregate beneficial ownership reported in Row 9
Fund direct holdings6,475,882 sharesFund directly holds these shares as stated in Item 4
Pre-Funded Warrants exercisable1,407,000 shareswarrants exercisable for up to this many shares, subject to blocker
Beneficial ownership cap9.99%ownership blocker limit in the Pre-Funded Warrants
Outstanding shares (Dec 31, 2025)48,225,493 sharesreported in the Form 10-K filed March 10, 2026
Shares issued in April 21, 2026 offering66,243,507 sharesissued in the public offering that closed April 21, 2026
"the Fund directly holds 6,475,882 shares ... and pre-funded warrants exercisable for up to 1,407,000 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Blockerregulatory
"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker") which precludes the exercise"
Section 13(d)regulatory
"RA Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Prelude Therapeutics Incorporated
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
74065P101
(CUSIP Number)
04/21/2026
(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):
74065P101
1
Names of Reporting Persons
RA Capital Management, 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
6,477,309.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,477,309.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,477,309.00
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)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
74065P101
1
Names of Reporting Persons
Peter Kolchinsky
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
6,477,309.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,477,309.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,477,309.00
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)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
74065P101
1
Names of Reporting Persons
Rajeev Shah
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
6,477,309.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,477,309.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,477,309.00
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)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
74065P101
1
Names of Reporting Persons
RA Capital Healthcare Fund, 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
6,477,309.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,477,309.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,477,309.00
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
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Prelude Therapeutics Incorporated
(b)
Address of issuer's principal executive offices:
175 Innovation Boulevard, Wilmington, DE, 19805.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
74065P101
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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of voting common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds 6,475,882 shares of the Issuer's voting common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 1,407,000 shares of the Issuer's voting common stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other Attribution Parties (as defined in the Pre-Funded Warrants), would own more than 9.99% of the outstanding voting common stock. The Fund is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 6,477,309 shares of voting common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's voting common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 48,225,493 shares of voting common stock outstanding as of December 31, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 10, 2026 and (ii) 66,243,507 shares of voting common stock issued in the Issuer's public offering of equity securities that closed on April 21, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on April 21, 2026 less 1,407,000 shares of voting common stock surrendered by the Fund to the Issuer in exchange for the Pre-Funded Warrants, and giving effect to Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
Not Applicable
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
04/28/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
04/28/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
04/28/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
What stake does RA Capital report in Prelude (PRLD)?
RA Capital and affiliated reporting persons state a combined beneficial ownership of 6,477,309 shares, equal to 9.99% of voting common stock, calculated using specified outstanding share counts and the Pre-Funded Warrants' blocker.
How many shares does the Fund directly hold for PRLD?
The RA Capital Healthcare Fund directly holds 6,475,882 shares of Prelude common stock and holds Pre-Funded Warrants exercisable for 1,407,000 shares, subject to the contract's Beneficial Ownership Blocker limiting exercise above 9.99%.
What is the Beneficial Ownership Blocker in the filing?
The Pre-Funded Warrants include a Beneficial Ownership Blocker that prevents exercise if post-exercise ownership would exceed 9.99%, currently capping the Fund at 6,477,309 shares of voting common stock.
How were the ownership percentages calculated for PRLD?
Percentages use 48,225,493 shares outstanding as of December 31, 2025 and 66,243,507 shares issued in the April 21, 2026 offering, with adjustments for surrendered shares and exercisable warrants to derive the 9.99% figure.
Do RA Capital, Dr. Kolchinsky, or Mr. Shah claim sole beneficial ownership?
The filing states RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership
