RA Capital Files WVE Form 4 Disclosing RSUs, Options and 18.2M Shares

Rhea-AI Filing Summary

Form 4 filed for Wave Life Sciences (WVE) reports director compensation awards and large Fund holdings. On 08/11/2025 RA Capital entities and affiliated individuals disclosed awards and holdings related to Dr. Peter Kolchinsky, a director. The filing shows a grant of 12,700 restricted share units (RSUs) and an award of 76,200 share options with an $8.105 exercise price. The RSUs and options vest on the earlier of the issuer's 2026 annual general meeting or August 11, 2026, and the options expire August 11, 2030.

The filing further reports 28,815 shares beneficially owned following the reported transaction(s) (indirect) and that RA Capital Healthcare Fund, L.P. directly holds 18,202,009 shares. Footnotes state the RSUs/options are held for the benefit of the Fund and that the reporting parties disclaim beneficial ownership except for pecuniary interest.

Positive

• Director equity awards align incentives: 12,700 RSUs and 76,200 options granted to a director link compensation to shareholder outcomes
• Large disclosed fund stake: RA Capital Healthcare Fund, L.P. directly holds 18,202,009 shares, providing clear transparency on ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Director received equity awards and the adviser-affiliated fund holds a large stake; disclosure is routine and aligns director incentives with shareholders.

The Form 4 documents non-employee director compensation via 12,700 RSUs and 76,200 options granted on 08/11/2025 with standard vesting tied to the 2026 AGM or August 11, 2026. The filing explicitly states these awards are held for the benefit of RA Capital Healthcare Fund, L.P., and that net proceeds will offset advisory fees. The disclosure and the adviser’s large direct holding of 18,202,009 shares are material for governance transparency but represent routine director compensation and internal fund arrangements rather than a governance concern.

Securities Analyst

TL;DR Significant Fund ownership disclosed alongside director awards; this is a material ownership disclosure but not an event that alone alters company fundamentals.

The filing reports that after the transactions an indirect position of 28,815 shares is recorded and the Fund directly holds 18,202,009 shares. The grant of options at an $8.105 strike and expiration on 08/11/2030 is documented. These facts are relevant for share ownership calculations and insider holdings analysis. The parties expressly disclaim beneficial ownership beyond pecuniary interest, consistent with adviser-client arrangements disclosed in the footnotes.

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^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(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	X	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)

	Form filed by One Reporting Person
X	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	28,815	I	See footnotes(2)(3)
Ordinary Shares								18,202,009	I	See footnotes(3)(4)

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		(5)	08/11/2030	Ordinary Shares	76,200	$0	76,200	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Dr. Kolchinsky 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 Issuer's 2026 annual general meeting or August 11, 2026.

2. Dr. Kolchinsky is a Managing Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the RSUs and options for the benefit of the Fund. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or shares received upon settlement of the RSUs, or exercise of the options, as applicable, which will offset advisory fees owed by the Fund to the Adviser.

3. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

4. Held directly by the Fund.

5. Dr. Kolchinsky 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 Issuer's 2026 annual general meeting or August 11, 2026.

Remarks:

Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	08/13/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	08/13/2025
	/s/ Peter Kolchinsky, individually	08/13/2025
	/s/ Rajeev Shah, individually	08/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions were reported on the WVE Form 4?

The filing reports a grant of 12,700 RSUs and 76,200 share options to Dr. Peter Kolchinsky on 08/11/2025.

When do the RSUs and options vest and when do the options expire?

Both the RSUs and options vest on the earlier of the issuer's 2026 annual general meeting or August 11, 2026. The options expire on August 11, 2030.

What exercise price is listed for the options reported on the Form 4?

The share options have an exercise (conversion) price of $8.105.

How many Wave Life Sciences shares does RA Capital Healthcare Fund directly hold?

The filing states that RA Capital Healthcare Fund, L.P. directly holds 18,202,009 shares.

Who filed the Form 4 and what relationships are disclosed?

The reporting parties include RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Dr. Peter Kolchinsky and Rajeev Shah. Dr. Kolchinsky is a managing partner of the adviser and serves on the issuer's board; reporting persons are identified as Director and 10% Owner where applicable.