OrbiMed funds add Prelude Therapeutics (PRLD) shares at $4.44 in offering

Rhea-AI Filing Summary

Prelude Therapeutics Inc reported that investment entities affiliated with OrbiMed made indirect open-market purchases of its Common Stock in connection with an underwritten public offering. OrbiMed-related funds acquired blocks of 1,126,126 and 1,689,189 shares at $4.44 per share, with indirect holdings after one transaction reaching 11,808,945 shares. The securities are held of record by OrbiMed-managed funds, and OrbiMed Advisors exercises voting and investment power through a management committee. David P. Bonita, a director and ten percent owner, reports these positions but, together with the OrbiMed entities, disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Equity ownership and governance analyst

Large indirect fund purchases increase OrbiMed-linked exposure to Prelude.

Investment funds advised by OrbiMed purchased sizeable blocks of Prelude Therapeutics Common Stock at $4.44 per share in an underwritten public offering. One fund’s position rose to 11,808,945 shares, indicating meaningful capital committed via these institutional vehicles.

The transactions are reported by director and ten percent owner David P. Bonita, but the filing states that OrbiMed entities and the reporting person disclaim beneficial ownership beyond any pecuniary interest. Voting and investment power reside with an OrbiMed management committee, which may affect how these holdings influence governance over time.

Insider Trade Summary

Net Buyer: 2,815,315 shares ($12,499,999)

Net Buy 3 txns

Insider Bonita David P

Role null

Bought 2,815,315 shs ($12.50M)

Type	Security	Shares	Price	Value
Purchase	Common Stock	1,689,189	$4.44	$7.50M
Purchase	Common Stock	1,126,126	$4.44	$5.00M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,808,945 shares (Indirect, See footnotes)

Footnotes (1)

1. These securities were purchased in an underwritten public offering. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VI. These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPM. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by Genesis Master Fund. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund. Each of the Reporting Person, OrbiMed Advisors, GP VI, OrbiMed Capital and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any such person or entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Key Figures

First purchase size: 1,126,126 shares Second purchase size: 1,689,189 shares Aggregate net purchases: 2,815,315 shares +3 more

6 metrics

First purchase size 1,126,126 shares Common Stock purchased indirectly at $4.44 per share

Second purchase size 1,689,189 shares Common Stock purchased indirectly at $4.44 per share

Aggregate net purchases 2,815,315 shares Net buy shares across reported transactions

Purchase price $4.44 per share Price for both reported Common Stock purchases

Indirect holding after one entry 526,300 shares Total Common Stock indirectly held following holding entry

Indirect holding after large purchase 11,808,945 shares Total Common Stock indirectly held after 1,689,189-share purchase

Key Terms

underwritten public offering, beneficial ownership, indirect ownership, management committee, +2 more

6 terms

underwritten public offering financial

"These securities were purchased in an underwritten public offering."

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

beneficial ownership financial

"may be deemed to have beneficial ownership over such 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.

indirect ownership financial

"These securities are held of record by OrbiMed Private Investments VI, LP"

management committee financial

"OrbiMed Advisors exercises voting and investment power through a management committee"

Rule 16a-1(a) regulatory

"disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)"

pecuniary interest financial

"except to the extent of his or its pecuniary interest therein"

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Bonita David P

(Last) (First) (Middle)

C/O PRELUDE THERAPEUTICS INC.

175 INNOVATION BOULEVARD

(Street)

WILMINGTON DELAWARE 19805

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Prelude Therapeutics Inc [ PRLD ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

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

X	Form filed by One Reporting Person
	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	04/21/2026		P		1,689,189(1)	A	$4.44	11,808,945	I	See footnotes(2)(5)
Common Stock	04/21/2026		P		1,126,126(1)	A	$4.44	1,126,126	I	See footnotes(4)(5)
Common Stock								526,300	I	See footnotes(3)(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

Explanation of Responses:

1. These securities were purchased in an underwritten public offering.

2. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VI.

3. These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPM.

4. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by Genesis Master Fund. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.

5. Each of the Reporting Person, OrbiMed Advisors, GP VI, OrbiMed Capital and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any such person or entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ David P. Bonita	04/23/2026
	** 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)

FAQ

What did OrbiMed-affiliated funds do in Prelude Therapeutics (PRLD)?

OrbiMed-affiliated investment funds indirectly purchased Prelude Therapeutics Common Stock in an underwritten public offering. The Form 4 shows two large open-market purchase transactions reported at $4.44 per share, significantly increasing the funds’ recorded indirect holdings in PRLD.

How many Prelude Therapeutics (PRLD) shares were bought in the reported transactions?

The filing reports two indirect purchases of 1,126,126 shares and 1,689,189 shares of Prelude Therapeutics Common Stock. Together, these open-market purchases total 2,815,315 shares, all acquired at a reported price of $4.44 per share in an underwritten public offering.

At what price were the new Prelude Therapeutics (PRLD) shares purchased?

All reported purchases of Prelude Therapeutics Common Stock were made at $4.44 per share. This single price applies to both large indirect transactions disclosed, reflecting the terms of the underwritten public offering in which the OrbiMed-affiliated funds participated.

Who actually holds the Prelude Therapeutics (PRLD) shares reported on this Form 4?

The shares are held of record by OrbiMed-managed funds, including OrbiMed Private Investments VI, OrbiMed Partners Master Fund, and OrbiMed Genesis Master Fund. OrbiMed-related entities exercise voting and investment power, while the reporting person and those entities disclaim beneficial ownership except for any pecuniary interest.

What is David P. Bonita’s connection to the Prelude Therapeutics (PRLD) share purchases?

David P. Bonita, a director and ten percent owner of Prelude Therapeutics, is a member of OrbiMed Advisors, which oversees the OrbiMed funds that bought the shares. The Form 4 reports these indirect holdings, while Bonita and related entities disclaim beneficial ownership beyond any pecuniary interest.

Did the Form 4 indicate any change in indirect Prelude Therapeutics (PRLD) holdings after the transactions?

Yes. One reported line shows indirect Common Stock holdings of 526,300 shares following a holding entry, while another shows 11,808,945 shares indirectly held after a purchase. These figures reflect positions of specific OrbiMed-affiliated entities after the disclosed transactions.