Wave Life Sciences director awarded RSUs and options totaling 88,900 shares

Rhea-AI Filing Summary

Heidi L. Wagner, a director of Wave Life Sciences Ltd. (WVE), received equity awards on 08/11/2025 under the 2025 Non-Employee Director Compensation Policy. The filing shows a grant of 12,700 restricted share units (RSUs) that vest 100% on the earlier of the company’s 2026 annual general meeting or August 11, 2026. Following the reported transactions, the reporting person beneficially owns 44,930 ordinary shares directly.

The filing also discloses a share option covering 76,200 ordinary shares with an exercise price of $8.105, shown as acquired on 08/11/2025 and expiring on 08/11/2030. That option vests 100% on the earlier of the 2026 annual general meeting or August 11, 2026, and is reported as 76,200 derivative securities beneficially owned following the transaction.

Positive

• Transparent disclosure of director compensation under the 2025 Non-Employee Director Compensation Policy.
• Short-term vesting for both RSUs and options (100% vesting by the earlier of the 2026 AGM or August 11, 2026) aligns director interests with shareholders within a defined timeframe.
• Detailed option terms provided, including an exercise price of $8.105 and an expiration date of 08/11/2030.

Negative

• Potential dilution: the awards represent up to 88,900 underlying shares (12,700 RSUs plus 76,200 option shares) that could be issued if vested/exercised.
• Concentration of grants to a single director may raise governance or proxy disclosure questions for some investors, depending on overall outstanding shares (not provided in this filing).

Insights

Corporate Governance Expert

TL;DR: Director awarded RSUs and options under the 2025 non-employee director policy; vesting within ~1 year, representing potential future issuance.

The Form 4 documents standard director compensation: a 12,700 RSU award and a 76,200-share option granted to a director with 100% vesting tied to the earlier of the 2026 annual general meeting or August 11, 2026. Both awards are issued under the stated 2025 Non-Employee Director Compensation Policy and are reported as direct beneficial ownership. For governance review, the key items are the vesting schedule, exercise price of $8.105, and the option expiration date of 08/11/2030. These are routine compensation actions and are disclosed transparently in the filing.

Compensation/Securities Analyst

TL;DR: The grants increase the director’s economic exposure to company equity through near-term vesting RSUs and longer-dated options.

The director received equity that creates up to 88,900 underlying shares (12,700 RSUs plus 76,200 option shares) if the RSUs vest and the options are exercised. The option's $8.105 exercise price and expiration on 08/11/2030 are explicit; both awards vest 100% by the earlier of the 2026 AGM or August 11, 2026. From a compensation perspective, these elements align a non-employee director’s incentives with equity performance while providing a five-year exercise window for the option.

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

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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^*

Wagner Heidi L

(Last) (First) (Middle)

C/O WAVE LIFE SCIENCES LTD.,

733 CONCORD AVE.

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd. [ WVE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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
Ordinary Shares	08/11/2025		A		12,700(1)	A	$0.00	44,930	D

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
Share Option (right to buy)	$8.105	08/11/2025		A		76,200		(2)	08/11/2030	Ordinary Shares	76,200	$0.00	76,200	D

Explanation of Responses:

1. The reporting person was granted this restricted share unit award (RSU) pursuant to the 2025 Non-Employee Director Compensation Policy. The RSU vests as to 100% of the shares on the earlier of the Company's 2026 annual general meeting or August 11, 2026.

2. The reporting person was granted this option pursuant to the 2025 Non-Employee Director Compensation Policy. The option vests as to 100% of the shares on the earlier of the Company's 2026 annual general meeting or August 11, 2026.

	/s/ Heidi Wagner	08/13/2025
	** 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.
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FAQ

What equity awards did WVE director Heidi L. Wagner receive on 08/11/2025?

The Form 4 shows a grant of 12,700 restricted share units (RSUs) and a share option for 76,200 ordinary shares acquired on 08/11/2025.

When do the RSUs and options vest for the WVE director grants?

Both the RSUs and the option vest 100% on the earlier of the company’s 2026 annual general meeting or August 11, 2026.

What is the exercise price and expiration of the option granted to the WVE director?

The share option has an exercise price of $8.105 and an expiration date of 08/11/2030.

How many shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the filing shows the reporting person beneficially owns 44,930 ordinary shares directly and 76,200 derivative securities representing option rights.

Under what policy were these awards granted?

The awards were granted pursuant to the 2025 Non-Employee Director Compensation Policy, as stated in the filing.