[Form 4] Prime Medicine, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Transaction overview: On 08/01/2025 reporting person Alenson Carman filed a Form 4 disclosing a shareholder-approved one-time repricing of certain outstanding stock options under the Issuer's 2019 and/or 2022 equity plans. The Option Repricing reduced the per-share exercise price of the Repriced Options to $4.04, the Nasdaq closing price on the Repricing Date, and the filing states all other terms, including vesting and term, remain unchanged.

Scope and holdings: The filing lists repriced option grants totaling 203,333 underlying shares comprised of 16,083; 90,498; 6,254; and 90,498 share-equivalents. Original exercise prices shown are $10.92, $12.30, $13.63, and $8.49. Expiration dates range from 01/24/2032 to 02/21/2034. The Form is signed by attorney-in-fact Ryan Brown dated 08/05/2025.

Positive

• Shareholder-approved repricing effective 08/01/2025, indicating formal approval of the modification.
• Repriced options set to $4.04, matching the Nasdaq closing price on the Repricing Date as stated in the filing.

Negative

• Original exercise prices were substantially higher ($8.49–$13.63), requiring material reductions to $4.04 for the affected awards.
• Filing does not disclose cash proceeds, potential dilution impact, or valuation rationale for the repricing.

Insights

Financial Analyst

TL;DR: Shareholder-approved repricing reset exercise price to $4.04 for 203,333 options; vesting and terms remain unchanged.

The filing documents a one-time, shareholder-approved amendment effective 08/01/2025 that reduced the exercise price of specified outstanding options to $4.04. The repriced awards total 203,333 option rights split across four grant groups with expirations between 01/24/2032 and 02/21/2034. The Form explicitly states that, except for the reduced exercise price, other award terms including vesting schedules remain in force. From an analytical perspective this is a disclosure of a material equity-plan modification but the filing contains no forward-looking guidance, cash proceeds estimates, or dilution calculations.

Corporate Governance Expert

TL;DR: Stockholders approved a one-time repricing under the 2019/2022 Plans effective Aug 1, 2025; Form 4 reports the resulting option adjustments.

The Form 4 identifies that the Option Repricing was approved by the Issuer's stockholders and applied to awards granted under the 2019 Plan and/or the 2022 Plan. The filing includes a remark that all other terms remain unchanged and attaches a Power of Attorney reference. The record shows formal governance steps (shareholder approval, written explanation) but the document itself does not disclose board deliberations, valuation analyses, or impact on executive compensation metrics.

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
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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^*

Alenson Carman

(Last) (First) (Middle)

C/O PRIME MEDICINE, INC.

60 FIRST STREET

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Prime Medicine, Inc. [ PRME ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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

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

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

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

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
Stock Option (right to buy)	$10.92	08/01/2025		D(1)			16,083	(2)	01/24/2032	Common Stock	16,083	(1)	0	D
Stock Option (right to buy)	$4.04	08/01/2025		A(1)		16,083		(2)	01/24/2032	Common Stock	16,083	(1)	16,083	D
Stock Option (right to buy)	$12.3	08/01/2025		D(1)			90,498	(2)	03/31/2033	Common Stock	90,498	(1)	0	D
Stock Option (right to buy)	$4.04	08/01/2025		A(1)		90,498		(2)	03/31/2033	Common Stock	90,498	(1)	90,498	D
Stock Option (right to buy)	$13.63	08/01/2025		D(1)			6,254	(2)	04/18/2033	Common Stock	6,254	(1)	0	D
Stock Option (right to buy)	$4.04	08/01/2025		A(1)		6,254		(2)	04/18/2033	Common Stock	6,254	(1)	6,254	D
Stock Option (right to buy)	$8.49	08/01/2025		D(1)			90,498	(2)	02/21/2034	Common Stock	90,498	(1)	0	D
Stock Option (right to buy)	$4.04	08/01/2025		A(1)		90,498		(2)	02/21/2034	Common Stock	90,498	(1)	90,498	D

Explanation of Responses:

1. Effective as of August 1, 2025 (the "Repricing Date"), the Issuer's stockholders approved a one-time repricing of certain outstanding stock options (the "Repriced Options") granted under the Issuer's 2019 Stock Option and Grant Plan, as amended (the "2019 Plan") and/or the 2022 Stock Option and Incentive Plan (the "2022 Plan" and, together with the 2019 Plan, the "Plans"), which reduced the per share exercise price of each Repriced Option to $4.04, representing the closing price of the Issuer's common stock on The Nasdaq Global Market on the Repricing Date (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options, including, without limitation, any provisions with respect to vesting and term of the Repriced Options, remain in full force and effect.

2. This stock option award was issued pursuant to the 2019 Plan and/or the 2022 Plan, as applicable, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ryan Brown, attorney-in-fact	08/05/2025
	** 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.

FAQ

What did Prime Medicine (PRME) disclose on the Form 4 filed in August 2025?

The Form 4 discloses that reporting person Alenson Carman had certain stock options repriced effective 08/01/2025, with exercise prices reset to $4.04 following stockholder approval.

How many options were repriced for Alenson Carman according to the filing?

The filing lists repriced option grants totaling 203,333 underlying shares (16,083; 90,498; 6,254; 90,498).

What were the original and new exercise prices for the repriced options?

Original exercise prices shown include $10.92, $12.30, $13.63, and $8.49; the new exercise price for the Repriced Options is $4.04.

Did the repricing change vesting schedules or option terms?

Per the filing, except as modified by the Option Repricing, all other terms and conditions, including vesting and term, remain in full force and effect.

What are the expiration dates for the repriced options listed?

Expiration dates in the filing range from 01/24/2032 to 02/21/2034 for the various repriced option groups.

Who signed the Form 4 and when?

The Form 4 is signed by Ryan Brown, attorney-in-fact and dated 08/05/2025.