Prime Medicine Announces Pricing of Public Offering of Common Stock

All offered shares will be sold by Prime Medicine, adding new common stock rather than selling existing holders’ shares.

Rhea-AI Summary

Prime Medicine (Nasdaq: PRME) priced an underwritten public offering of its common stock at $3.50 per share.

The company will sell 35,714,286 shares and expects approximately $125.0 million in gross proceeds, before underwriting discounts, commissions and offering expenses, excluding any exercise of the underwriters’ option. Underwriters received a 30-day option to purchase up to an additional 5,357,142 shares. Prime Medicine expects the offering to close on or about November 12, 2026, subject to customary closing conditions.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Offering expected to raise approximately $125.0 million in gross proceeds, excluding the underwriters’ option. 18% of market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Offering of 35,714,286 new common shares at $3.50 per share would dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Underwriters’ 30-day option for up to 5,357,142 additional shares could add further dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Underwriting discounts, commissions and offering expenses will reduce proceeds available to Prime Medicine.

News Explained

If issued, the added shares increase the share count and reduce existing holders’ percentage ownership.

The offering is priced but remains pending closing: Prime Medicine is selling 35,714,286 common shares and expects to receive about $125.0 million in gross proceeds.

In an underwritten offering, banks buy securities from the issuer and resell them.

At the second-quarter 2026 operating cash-outflow rate, the $125.0 million gross equals 277.1 days of the last reported operating cash use; cash and short-term investments reported at June 30, 2026 equal 210.8 days at that rate.

Sources and calculations

• Prime Medicine offering-pricing release (2026-11-10)
• Dilution definition (undated)
• Underwritten offering definition (undated)
• Prime Medicine second-quarter 2026 financial data (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $125,000,000 / ($41,046,000 / 91) = 277.1 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($47,451,000 + $47,620,000) / ($41,046,000 / 91) = 210.8 days

Key Figures

Offering shares: 35,714,286 shares Offering price: $3.50 per share Underwriters' option: Up to 5,357,142 additional shares +2 more

Offering shares

35,714,286 shares

Common stock offered by Prime Medicine

Offering price

$3.50 per share

Public offering

Underwriters' option

Up to 5,357,142 additional shares

30-day option

Expected gross proceeds

Approximately $125.0 million

Before underwriting discounts, commissions and offering expenses; excludes any option exercise

Expected closing

On or about November 12, 2026

Subject to customary closing conditions

Previous Offering Reports

1 past event · Latest: Jul 30

Same Type 1 event

1. Jul 30

   public offering

   24h Move

   -4.6%

   Priced 38 million shares at $3.30, with expected gross proceeds of approximately $125.4 million.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

shelf registration statement, prospectus supplement

2 terms

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3ASR"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A preliminary prospectus supplement relating to and describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CAMBRIDGE, Mass., Nov. 10, 2026 (GLOBE NEWSWIRE) -- Prime Medicine, Inc. (Nasdaq: PRME), a biotechnology company committed to delivering a new class of differentiated one-time curative genetic therapies, today announced the pricing of an underwritten public offering of 35,714,286 shares of its common stock at a public offering price of $3.50 per share. Prime Medicine has also granted the underwriters a 30-day option to purchase up to an additional 5,357,142 shares of its common stock. The gross proceeds to Prime Medicine from the offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be approximately $125.0 million, excluding any exercise of the underwriters’ option to purchase additional shares. All of the shares of common stock in the offering are to be sold by Prime Medicine. The offering is expected to close on or about November 12, 2026, subject to the satisfaction of customary closing conditions.

Jefferies, TD Cowen and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering. Oppenheimer & Co. and LifeSci Capital are acting as passive book-running managers for the offering.

The shares of common stock are being offered by Prime Medicine pursuant to a shelf registration statement on Form S-3ASR (File No. 333-291348) filed with the U.S. Securities and Exchange Commission (SEC) on November 7, 2025, as amended by that certain Post-Effective Amendment No. 1 to Form S-3 (No. 333-291348) and that certain Post-Effective Amendment No. 2 to Form S-3 (No. 333-291348), each filed with the SEC on March 3, 2026, and declared effective by the SEC on March 4, 2026. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov.

The final prospectus supplement relating to and describing the final terms of the offering will be filed with the SEC and, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; TD Securities (USA) LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Prime Medicine

Prime Medicine is a leading biotechnology company dedicated to creating and delivering the next generation of gene editing therapies to patients. The Company is deploying its proprietary Prime Editing platform, a versatile, precise and efficient gene editing technology, to develop a new class of differentiated one-time curative genetic therapies. Prime Editors are designed to make only the right edit at the right position within a gene while minimizing unwanted DNA modifications.

Prime Medicine is currently progressing a diversified portfolio of investigational therapeutic programs organized around its core areas of focus: liver, lung, and immunology and oncology. Across each core area, Prime Medicine is focused initially on a set of high-value programs, each targeting a disease with well-understood biology and a clearly defined clinical development and regulatory path.

© 2026 Prime Medicine, Inc. All rights reserved. PRIME MEDICINE, the Prime Medicine logos, and PASSIGE are trademarks of Prime Medicine, Inc. All other trademarks referred to herein are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, implied and express statements about Prime Medicine's beliefs and expectations regarding: the expected gross proceeds from the public offering and the timing and closing of the public offering. The words "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "seek," "predict," "future," "project," "potential," "continue," "target" and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Any forward-looking statements in this press release are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, uncertainties related to market conditions and satisfaction of customary closing conditions related to the public offering. These and other risks and uncertainties are described in greater detail in the section entitled "Risk Factors" in Prime Medicine's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and any of its subsequent filings with the SEC. In addition, any forward-looking statements represent Prime Medicine's views only as of today and should not be relied upon as representing its views as of any subsequent date. Prime Medicine explicitly disclaims any obligation to update any forward-looking statements subject to any obligations under applicable law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Investor and Media Contacts

Gregory Dearborn
Prime Medicine
857-209-0696
gdearborn@primemedicine.com

Hannah Deresiewicz
Precision AQ
212-362-1200
hannah.deresiewicz@precisionaq.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Prime Medicine raising and what is the PRME offering price?

Prime Medicine expects approximately $125.0 million in gross proceeds from selling 35,714,286 common shares at $3.50 per share. That amount is before underwriting discounts, commissions and offering expenses and excludes any exercise of the underwriters’ option.

When is Prime Medicine’s public offering expected to close?

Prime Medicine expects the offering to close on or about November 12, 2026, subject to the satisfaction of customary closing conditions.