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Prelude Therapeutics Incorporated reported results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected three Class III directors—Krishna Vaddi, Paul Scherer, and Katina Dorton—to terms expiring at the 2029 annual meeting, each receiving over 25 million votes in favor.
Investors also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 31,841,080 shares voting for and minimal opposition. In advisory votes, stockholders approved 2025 executive compensation and indicated a preference to hold say-on-pay votes every one year.
Prelude Therapeutics reported a significantly smaller net loss of $10.4 million for the quarter ended March 31, 2026, compared with $32.1 million a year earlier. The improvement was driven by recognizing $4.6 million of collaboration revenue from its Exclusive Option Agreement with Incyte and sharply lower research and development spending.
R&D expense fell to $13.6 million from $28.8 million, mainly after pausing SMARCA2 clinical programs and reducing internal costs, while general and administrative expense edged down to $5.2 million. Prelude ended the quarter with $84.8 million in cash, cash equivalents, restricted cash and marketable securities, and subsequently raised an estimated $85.5 million of net proceeds in an April equity and pre‑funded warrant offering, extending its liquidity.
Prelude Therapeutics filed an 8-K reporting first quarter 2026 results and a broad R&D update. Revenue reached $4.58 million for the three months ended March 31, 2026, compared with none in the prior-year period, while net loss narrowed to $10.4 million, or $0.13 per share, from $32.1 million, or $0.42 per share.
Research and development expense fell to $13.6 million from $28.8 million, largely due to pausing SMARCA2 trials, and general and administrative expense declined to $5.2 million. Cash, cash equivalents, restricted cash and marketable securities totaled $84.8 million as of March 31, 2026, and an underwritten offering afterward added about $90 million, supporting a projected cash runway into the second quarter of 2028. Operationally, Prelude began enrolling a Phase 1 study of JAK2V617F inhibitor PRT12396 in polycythemia vera and myelofibrosis, plans an IND filing by mid-2026 and Phase 1 start in the second half of 2026 for KAT6A degrader PRT13722, continues discovery work on mCALR-directed degrader antibody conjugates, and appointed Charles Morris, M.D. as Chief Medical Officer.
Prelude Therapeutics Inc reported that Chief Medical Officer Charles Q. Morris received an employee stock option grant covering 450,000 shares of common stock at an exercise price of $4.70 per share.
The option vests 25% on May 1, 2027, then 1/48 of the total shares monthly until fully vested, contingent on continued service. The option expires on April 30, 2036, and all 450,000 options are reported as held directly following this grant.
Prelude Therapeutics is asking stockholders to vote at its virtual 2026 annual meeting on June 9, 2026 at 8:30 a.m. Eastern. Proposals include electing three Class III directors through 2029, ratifying Ernst & Young LLP as auditor for 2026, approving executive pay on an advisory basis, and choosing how often to hold future advisory pay votes, with the Board recommending one year. The proxy describes Nasdaq-based governance practices, Board committee structure, anti-hedging and clawback policies, and director independence. It also details 2025 director and executive compensation, including stock option grants and incentive bonuses, and discloses ownership, with 48,299,663 shares of common stock entitled to vote as of April 16, 2026 and 64,914,770 voting common shares outstanding as of April 27, 2026.
Prelude Therapeutics Incorporated Schedule 13G: RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky and Rajeev Shah report collective beneficial ownership totaling 6,477,309 shares, representing 9.99% of voting common stock under the Pre-Funded Warrants' ownership blocker. The filing explains voting and dispositive power delegations and ownership calculations based on outstanding share counts.
Prelude Therapeutics Inc disclosed that RA Capital Healthcare Fund, L.P., an entity associated with RA Capital Management, entered into an Exchange Agreement with the company. The Fund exchanged 1,407,000 shares of Common Stock for a Pre-Funded Warrant exercisable for up to 1,407,000 Common shares at an exercise price of $0.0001 per share, for no additional consideration.
The Pre-Funded Warrant is exercisable immediately, has no expiration date, and includes a 9.99% beneficial ownership cap that limits exercises if they would push the Fund and its attribution parties above that ownership level. Following the restructuring, the Fund indirectly held 6,475,882 shares of Common Stock and 1,407,000 Pre-Funded Warrants. RA Capital Management, its general partner, and individuals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership except to the extent of their respective pecuniary interests.
Prelude Therapeutics Inc received an initial ownership report from RA Capital–related entities. The filing shows 7,882,882 shares of Common Stock held indirectly and reported as held directly by RA Capital Healthcare Fund, L.P. The investment adviser, its general partner, and individuals Peter Kolchinsky and Rajeev Shah each disclaim beneficial ownership except to the extent of their pecuniary interests.
OrbiMed-affiliated funds filed Amendment No. 3 to their Schedule 13D on Prelude Therapeutics to update ownership after a recent underwritten offering.
Prelude sold 18,018,014 shares at $4.44 and pre-funded warrants for 2,252,252 shares at $4.4399, bringing total outstanding shares to 80,971,642. OrbiMed’s vehicles now beneficially own 12,935,071 shares of common stock, representing about 16% of the company. This includes 11,808,945 shares held by OrbiMed Private Investments VI and 1,126,126 shares held by OrbiMed Genesis Master Fund. Certain OrbiMed funds also hold non-voting shares that can only convert into voting shares if doing so would keep their ownership below a 9.99% blocker threshold.