OrbiMed funds boost Prelude Therapeutics (NASDAQ: PRLD) stake with 2.82M-share buy

Rhea-AI Filing Summary

Prelude Therapeutics Inc reported that investment entities affiliated with OrbiMed made significant open-market purchases of its common stock. OrbiMed-related funds bought a combined 2,815,315 shares at $4.44 per share in an underwritten public offering, with all holdings reported as indirect and subject to detailed ownership footnotes.

The filing attributes shares to OrbiMed Private Investments VI, OrbiMed Partners Master Fund, and OrbiMed Genesis Master Fund through their respective general partners and advisors, while OrbiMed reporting entities and individual managers disclaim beneficial ownership beyond any pecuniary interest. One OrbiMed representative, David Bonita, serves on Prelude’s board.

Insights

Equity ownership & governance analyst

OrbiMed-affiliated funds increased their indirect stake in Prelude via a sizable equity purchase.

Entities advised or managed by OrbiMed purchased 2,815,315 Prelude Therapeutics common shares at $4.44 per share in an underwritten public offering. These are open-market/underwritten transactions, not option exercises or gifts, and all positions are reported as indirect holdings with structured control relationships.

The filing shows post-transaction indirect holdings of 526,300, 1,126,126, and 11,808,945 shares across different OrbiMed-related funds. Each reporting person formally disclaims beneficial ownership beyond any pecuniary interest, and OrbiMed has a board representative, David Bonita, linking this ownership to corporate governance.

Insider Trade Summary

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

Net Buy 3 txns

Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP VI LLC, ORBIMED CAPITAL LLC, OrbiMed Genesis GP LLC

Role null | null | null | 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. 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. This report on Form 4 is filed by OrbiMed Advisors, GP VI, OrbiMed Capital and Genesis GP. Each of the Reporting Persons 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 its pecuniary interest therein, if any. OrbiMed Advisors and GP VI have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. 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

Open-market purchases: 2,815,315 shares Purchase price: $4.44 per share First purchase block: 1,126,126 shares +4 more

7 metrics

Open-market purchases 2,815,315 shares Total common shares bought by OrbiMed-related funds

Purchase price $4.44 per share Price for both reported open-market purchase transactions

First purchase block 1,126,126 shares Common stock purchased indirectly by an OrbiMed-related holder

Second purchase block 1,689,189 shares Common stock purchased indirectly by another OrbiMed-related holder

Post-transaction holding 1 526,300 shares Indirect holding following transaction for one OrbiMed-related entry

Post-transaction holding 2 1,126,126 shares Indirect holding following transaction for a second entry

Post-transaction holding 3 11,808,945 shares Indirect holding following transaction for a third entry

Key Terms

underwritten public offering, beneficial ownership, pecuniary interest, investment advisor, +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.

pecuniary interest financial

"except to the extent of its pecuniary interest therein, if any."

investment advisor financial

"OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM."

management committee financial

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

indirect ownership financial

"total_shares_following_transaction ... ownership_type":"indirect""

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^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(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)

	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	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

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VI LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ORBIMED CAPITAL LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OrbiMed Genesis GP LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

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. 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. This report on Form 4 is filed by OrbiMed Advisors, GP VI, OrbiMed Capital and Genesis GP. Each of the Reporting Persons 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 its pecuniary interest therein, if any. OrbiMed Advisors and GP VI have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. 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/ Carl L. Gordon, Member of OrbiMed Advisors LLC	04/23/2026
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VI LLC	04/23/2026
	/s/ Carl L. Gordon, Member of OrbiMed Capital LLC	04/23/2026
	/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC	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 insider transactions did OrbiMed-related entities report for Prelude Therapeutics (PRLD)?

OrbiMed-affiliated entities reported open-market purchases of Prelude Therapeutics common stock. They acquired a total of 2,815,315 shares at $4.44 per share in an underwritten public offering, with all positions held indirectly through OrbiMed-managed investment funds and related general-partner structures.

How many Prelude Therapeutics (PRLD) shares did OrbiMed entities buy and at what price?

OrbiMed-related funds bought 2,815,315 Prelude Therapeutics common shares. The filing shows two open-market purchase entries: 1,126,126 shares and 1,689,189 shares, each at a price of $4.44 per share, executed in connection with an underwritten public offering transaction.

Which OrbiMed funds now hold Prelude Therapeutics (PRLD) shares according to this Form 4?

The filing attributes Prelude Therapeutics shares to OrbiMed Private Investments VI, OrbiMed Partners Master Fund Limited, and OrbiMed Genesis Master Fund. Control is exercised through entities such as OrbiMed Capital GP VI LLC, OrbiMed Capital LLC, and OrbiMed Genesis GP LLC, all advised or managed by OrbiMed Advisors LLC.

Do OrbiMed Advisors and related entities claim full beneficial ownership of PRLD shares?

No. OrbiMed Advisors, OrbiMed Capital GP VI, OrbiMed Capital, and OrbiMed Genesis GP each disclaim beneficial ownership of the reported Prelude Therapeutics shares, except to the extent of any pecuniary interest. Individual managers on OrbiMed’s management committee also disclaim beneficial ownership of these fund-held securities.

What are the reported post-transaction PRLD share holdings for OrbiMed-related entities?

The Form 4 shows indirect post-transaction holdings of 526,300 Prelude Therapeutics shares for one entry, 1,126,126 shares for another, and 11,808,945 shares for a third. These amounts are held of record by different OrbiMed-advised or managed funds, rather than by the reporting entities personally.

How is OrbiMed represented on Prelude Therapeutics’ (PRLD) board of directors?

OrbiMed Advisors and OrbiMed Capital GP VI have designated a representative, David Bonita, to serve on Prelude Therapeutics’ board of directors. The filing notes he is a member of OrbiMed Advisors and serves as the board representative for these OrbiMed-related reporting entities.