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Baker funds boost Prelude Therapeutics (PRLD) stake with 2.25M prefunded warrants

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Prelude Therapeutics Inc reported that investment funds advised by Baker Bros. Advisors LP made open-market purchases of prefunded warrants in an underwritten public offering. 667, L.P. acquired 114,601 prefunded warrants and Baker Brothers Life Sciences LP acquired 2,137,651 prefunded warrants, each at $4.4399 per warrant.

The prefunded warrants are exercisable into common stock on a 1-for-1 basis at an exercise price of $0.0001 per share, with no expiration date. Exercises are limited so that the holders and certain affiliates do not exceed 4.99% beneficial ownership, a cap the funds can adjust up to 19.99% with advance written notice. Baker Bros. Advisors LP has investment and voting discretion over the funds’ positions, while various Baker entities and Julian and Felix Baker disclaim beneficial ownership beyond their pecuniary interests.

Positive

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Negative

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Insights

Baker-managed funds bought 2.25M prefunded warrants in Prelude’s offering, increasing their economic exposure.

Investment funds managed by Baker Bros. Advisors LP purchased a total of 2,252,252 prefunded warrants in an underwritten offering at $4.4399 per warrant. These instruments are economically similar to common stock because they are exercisable at a nominal price of $0.0001 per share.

The warrants have no expiration and convert 1-for-1 into common shares, but exercises are capped at a 4.99% beneficial ownership threshold, adjustable up to 19.99% after a 61-day waiting period. Baker Bros. Advisors controls investment and voting decisions for the funds, while related Baker entities and individuals formally disclaim beneficial ownership beyond their pecuniary interests.

This filing signals additional capital committed by long-term specialist investors rather than secondary-market selling. The overall impact depends on Prelude’s total share count and future exercise patterns, which are not detailed in this excerpt. The prefunded structure allows the funds to time exercises within regulatory ownership limits.

Insider BAKER BROS. ADVISORS LP, 667, L.P., Baker Bros. Advisors (GP) LLC, Baker Brothers Life Sciences LP, BAKER FELIX, BAKER JULIAN
Role null | null | null | null | null | null
Bought 2,252,252 shs ($10.00M)
Type Security Shares Price Value
Purchase Warrants to purchase Common Stock 114,601 $4.4399 $509K
Purchase Warrants to purchase Common Stock 2,137,651 $4.4399 $9.49M
Holdings After Transaction: Warrants to purchase Common Stock — 1,678,273 shares (Indirect, See Footnotes)
Footnotes (1)
  1. 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 114,601 and 2,137,651 warrants to purchase common stock of Prelude Therapeutics Incorporated (the "Issuer") ("Prefunded Warrants"), respectively, for $4.4399 per warrant pursuant to an underwritten public offering that closed on April 21, 2026. The Prefunded Warrants have no expiration date and are exercisable at an exercise price of $0.0001 per share immediately at any time at the option of the holder on a 1-for-1 basis into Common Stock to the extent that after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage") immediately prior to and following such exercise. By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Total prefunded warrants bought 2,252,252 warrants Open-market purchases on April 21, 2026
Warrants bought by Life Sciences fund 2,137,651 warrants Baker Brothers Life Sciences LP purchase
Warrants bought by 667, L.P. 114,601 warrants 667, L.P. purchase
Purchase price per warrant $4.4399 per warrant Underwritten public offering price
Exercise price per share $0.0001 per share Prefunded warrant exercise price
Initial ownership cap 4.99% of common stock Maximum Percentage for beneficial ownership
Adjustable ownership cap Up to 19.99% Maximum Percentage after 61 days’ notice
Life Sciences warrants after transaction 20,105,994 warrants Total warrants held by Life Sciences
Prefunded Warrants financial
"purchased 114,601 and 2,137,651 warrants to purchase common stock ... ("Prefunded Warrants"), respectively"
Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.
Maximum Percentage regulatory
"no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage")"
Rule 13d-3 regulatory
"would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
pecuniary interest financial
"each may be deemed to have an indirect pecuniary interest in the securities"
beneficial ownership regulatory
"disclaim beneficial ownership of the securities held directly by the Funds"
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.
Section 16 regulatory
"beneficial owner of such securities for purposes of Section 16 or any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
BAKER BROS. ADVISORS LP
(Last)(First)(Middle)
860 WASHINGTON STREET
3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(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)
XDirectorX10% 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
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants to purchase Common Stock$0.000104/21/2026P114,601(1) (2)(3) (2)Common Stock114,601$4.43991,678,273ISee Footnotes(2)(4)(5)(6)
Warrants to purchase Common Stock$0.000104/21/2026P2,137,651(1) (2)(3) (2)Common Stock2,137,651$4.439920,105,994ISee Footnotes(2)(5)(6)(7)
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP
(Last)(First)(Middle)
860 WASHINGTON STREET
3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
667, L.P.
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC
(Last)(First)(Middle)
860 WASHINGTON STREET
3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP
(Last)(First)(Middle)
860 WASHINGTON STREET
3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER FELIX
(Last)(First)(Middle)
860 WASHINGTON STREET
3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER JULIAN
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 114,601 and 2,137,651 warrants to purchase common stock of Prelude Therapeutics Incorporated (the "Issuer") ("Prefunded Warrants"), respectively, for $4.4399 per warrant pursuant to an underwritten public offering that closed on April 21, 2026.
2. The Prefunded Warrants have no expiration date and are exercisable at an exercise price of $0.0001 per share immediately at any time at the option of the holder on a 1-for-1 basis into Common Stock to the extent that after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage") immediately prior to and following such exercise.
3. By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
4. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
5. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.
6. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
7. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Remarks:
Dr. Paul C. Scherer, a full-time employee of Baker Bros. Advisors LP, is a director of Prelude Therapeutics Incorporated (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing04/22/2026
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing04/22/2026
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing04/22/2026
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President04/22/2026
/s/ Felix J. Baker04/22/2026
/s/ Julian C. Baker04/22/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Baker-managed funds buy in Prelude Therapeutics (PRLD)?

Funds advised by Baker Bros. Advisors LP bought prefunded warrants in an underwritten offering. 667, L.P. purchased 114,601 warrants and Baker Brothers Life Sciences LP purchased 2,137,651, each at $4.4399 per warrant, increasing their potential exposure to Prelude common stock.

How many Prelude Therapeutics (PRLD) warrants were purchased and at what price?

The filing shows 2,252,252 prefunded warrants purchased in total. 667, L.P. bought 114,601 warrants and Baker Brothers Life Sciences LP bought 2,137,651 warrants, all at a purchase price of $4.4399 per warrant in an underwritten public offering.

What are the key terms of the Prelude Therapeutics (PRLD) prefunded warrants?

The prefunded warrants have no expiration date and are exercisable at an exercise price of $0.0001 per share. Each warrant converts into one share of common stock, making them economically similar to holding common shares once exercised.

What ownership limits apply to the Prelude Therapeutics (PRLD) prefunded warrants?

Exercises are limited so holders do not exceed 4.99% beneficial ownership of common stock, including affiliates and Section 13(d) group members. The funds can adjust this Maximum Percentage up to 19.99%, but increases become effective only on the 61st day after written notice.

Who controls voting and investment decisions for the Prelude Therapeutics (PRLD) warrants?

Baker Bros. Advisors LP serves as investment adviser to the funds and has complete discretion over investment and voting power for securities held by them. Various Baker entities and Julian and Felix Baker formally disclaim beneficial ownership beyond their indirect pecuniary interests.