LENZ Therapeutics: RA Capital fund sells 2.16M shares

LENZ Therapeutics, Inc. reported sales of its common stock held directly by RA Capital Healthcare Fund, L.P.

Available on EDGAR 11/02/2026 - 05:44 PM EST Accepted by SEC EDGAR 11/02/2026 - 05:44 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

LENZ Therapeutics, Inc. reported sales of its common stock held directly by RA Capital Healthcare Fund, L.P. (2,159,516 shares), RA Capital Nexus Fund II, L.P. (451,998 shares), and a separately managed account (107,170 shares) on October 29, 2026. The weighted-average sale price was $3.36 per share; transactions ranged from $3.16 to $3.58 per share, inclusive.

Insider Trade Summary

Net Seller: 2,718,684 shares

Net Sell 3 txns

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, Kolchinsky Peter, Shah Rajeev M.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Sold 2,718,684 shs ($9.13M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	2,159,516	$3.36	$7.26M
Sale	Common Stock F1, F2, F4	451,998	$3.36	$1.52M
Sale	Common Stock F1, F2, F5	107,170	$3.36	$360K

Holdings After Transaction: Common Stock — 57,559 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.16 to $3.58 inclusive. The Reporting Persons undertake 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.
2. F2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II") and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
3. F3. Held directly by the Fund.
4. F4. Held directly by the Nexus Fund II.
5. F5. Held directly by the Account.

Key Figures

RA Capital Healthcare Fund shares sold: 2,159,516 shares RA Capital Nexus Fund II shares sold: 451,998 shares Separately managed account shares sold: 107,170 shares +2 more

5 metrics

RA Capital Healthcare Fund shares sold 2,159,516 shares Held directly by the Fund; October 29, 2026

RA Capital Nexus Fund II shares sold 451,998 shares Held directly by Nexus Fund II; October 29, 2026

Separately managed account shares sold 107,170 shares Held directly by the account; October 29, 2026

Weighted-average sale price $3.36 per share Reported for the October 29, 2026 sales

Sale price range $3.16–$3.58 per share Multiple transactions; inclusive

Key Terms

weighted average price, beneficial ownership, pecuniary interest

3 terms

weighted average price financial

"a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

beneficial ownership financial

"disclaims beneficial ownership of any of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"respective pecuniary interest therein"

FAQ

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

How many LENZ shares did RA Capital-related holders sell?

On October 29, 2026, RA Capital Healthcare Fund, L.P. sold 2,159,516 shares, RA Capital Nexus Fund II, L.P. sold 451,998 shares, and a separately managed account sold 107,170 shares. No Rule 10b5-1 plan is reported.

What price did the LENZ shares sell for?

The reported weighted-average price was $3.36 per share, with the shares sold in multiple transactions at prices from $3.16 to $3.58 per share, inclusive. The reporting persons undertook to provide the number sold at each separate price upon request by the issuer, an issuer security holder, or SEC staff.

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

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

X

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LENZ Therapeutics, Inc. [ LENZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/29/2026		S		2,159,516	D	$3.36(1)	1,159,823	I	See Footnotes(2)(3)
Common Stock	10/29/2026		S		451,998	D	$3.36(1)	242,757	I	See Footnotes(2)(4)
Common Stock	10/29/2026		S		107,170	D	$3.36(1)	57,559	I	See footnotes(2)(5)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.16 to $3.58 inclusive. The Reporting Persons undertake 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.

2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II") and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

3. Held directly by the Fund.

4. Held directly by the Nexus Fund II.

5. Held directly by the Account.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	11/02/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P.	11/02/2026
	/s/ Peter Kolchinsky, individually	11/02/2026
	/s/ Rajeev Shah, individually	11/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)