RA Capital’s 17.1% Wave Life Sciences (WVE) stake and planned Delaware move

Rhea-AI Filing Summary

RA Capital Management and related parties report owning 34,225,506 ordinary shares of Wave Life Sciences Ltd., representing 17.1% of the company’s ordinary shares outstanding. Their holdings include shares held by RA Capital Healthcare Fund, pre-funded warrants that are immediately exercisable, and options held by Peter Kolchinsky for RA Capital’s benefit.

The group reports shared voting and dispositive power over these securities and disclaims beneficial ownership beyond Section 13(d) reporting purposes. The amendment also notes that Wave Life Sciences Ltd. entered into an Implementation Agreement for a Singapore-law Scheme of Arrangement to redomicile into a new Delaware corporation, Wave Life Sciences, Inc., with a one-for-one share exchange, subject to shareholder and Singapore court approval.

Key Figures

Beneficial ownership: 34,225,506 ordinary shares Fund share holdings: 34,069,161 ordinary shares Ownership percentage: 17.1% +4 more

7 metrics

Beneficial ownership 34,225,506 ordinary shares Aggregate beneficially owned by each reporting person

Fund share holdings 34,069,161 ordinary shares Beneficially owned by RA Capital Healthcare Fund, L.P.

Ownership percentage 17.1% Percent of class based on 192,353,438 ordinary shares outstanding

Shares outstanding 192,353,438 ordinary shares Ordinary shares outstanding as of April 7, 2026

Fund direct ordinary shares 26,975,505 ordinary shares Ordinary shares directly held by the Fund

Pre-funded warrants 7,093,656 ordinary shares Ordinary shares issuable upon exercise of Pre-Funded Warrants

Kolchinsky options 140,230 ordinary shares Vested options to purchase ordinary shares held for RA Capital’s benefit

Key Terms

Scheme of Arrangement, Redomiciliation, Pre-Funded Warrants, beneficial ownership, +2 more

6 terms

Scheme of Arrangement regulatory

"provides for a statutory procedure known as a Scheme of Arrangement"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

Redomiciliation regulatory

"the Issuer will become a subsidiary of Wave-Delaware (the "Redomiciliation")"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

Pre-Funded Warrants financial

"ordinary shares issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants")"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership financial

"The Reporting Persons' beneficial ownership of the Issuer's securities consists of"

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.

Implementation Agreement regulatory

"the Issuer into an Implementation Agreement, dated as of April 15, 2026"

Schedule 13D/A regulatory

"to file this 13D/A jointly in accordance with Rule 13d-1(k)"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

WAVE LIFE SCIENCES LTD.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Y95308105

(CUSIP Number)

Peter Kolchinsky
RA Capital Management, L.P., 200 Berkeley Street, 18th Floor
Boston, MA, 02116
617.778.2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y95308105

1

Name of reporting person

RA Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,225,506.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,225,506.00

11

Aggregate amount beneficially owned by each reporting person

34,225,506.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.1 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): Y95308105

1

Name of reporting person

Peter Kolchinsky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,225,506.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,225,506.00

11

Aggregate amount beneficially owned by each reporting person

34,225,506.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.1 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): Y95308105

1

Name of reporting person

Rajeev Shah

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,225,506.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,225,506.00

11

Aggregate amount beneficially owned by each reporting person

34,225,506.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.1 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): Y95308105

1

Name of reporting person

RA Capital Healthcare Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,069,161.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,069,161.00

11

Aggregate amount beneficially owned by each reporting person

34,069,161.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, no par value
(b)	Name of Issuer: WAVE LIFE SCIENCES LTD.
(c)	Address of Issuer's Principal Executive Offices: 7 Straits View #12-00, Marina One, East Tower , Singapore, SINGAPORE , 018936.
Item 1 Comment: Item 1 of the Statement is amended and supplemented as follows: This Amendment No. 10 (this "Amendment No. 10" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on November 27, 2015, and amended on November 15, 2017, January 28, 2019, August 18, 2021, November 12, 2021, June 21, 2022, October 1, 2024, November 13, 2025, December 15, 2025 and March 30, 2026 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 10 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"), who are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Act"), is attached hereto as Exhibit 99.1. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 26,975,505 ordinary shares directly held by the Fund; (ii) 7,093,656 ordinary shares issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants") directly held by the Fund, which are immediately exercisable in full as of the date hereof; and (iii) 16,115 ordinary shares and vested options (right to buy) to purchase 140,230 ordinary shares held by Dr. Kolchinsky for the benefit of RA Capital. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's Ordinary Shares reported herein. Because the Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)	The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
(c)	The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 6 of the cover pages.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: On April 15, 2026, the Issuer into an Implementation Agreement, dated as of April 15, 2026 (the "Implementation Agreement"), with a newly established Delaware corporation, Wave Life Sciences, Inc. ("Wave-Delaware"). The Implementation Agreement provides for a statutory procedure known as a Scheme of Arrangement (the "Scheme of Arrangement") to be implemented by the Issuer and Wave-Delaware under Singapore law, subject to approval of the High Court of the Republic of Singapore (the "Singapore Court"). Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital of the Issuer as of immediately prior to the effective time of the Scheme of Arrangement will be exchanged on a one-for-one basis for newly issued shares of common stock of Wave-Delaware, and the Issuer will become a subsidiary of Wave-Delaware (the "Redomiciliation"). Following the effective time of the Scheme of Arrangement, the rights of the stockholders of the Issuer will be governed by Delaware law, and the amended and restated certificate of Incorporation and amended and restated bylaws of Wave-Delaware. The Redomiciliation is conditioned on the approval of the Scheme of Arrangement by the holders of the Issuer's ordinary shares to be held at a special meeting of shareholders of the Issuer. A comparison of the rights of the stockholders of the Issuer, before and after the Redomiciliation, is set forth in the preliminary proxy statement filed by the Issuer with the SEC on April 15, 2026 under the heading "Comparison of Rights of Singapore Shareholders and Delaware Stockholders," which description is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this 13D/A set forth the aggregate number of ordinary shares and percentages of the ordinary shares beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 192,353,438 ordinary shares outstanding as of April 7, 2026, as reported in the Issuer's preliminary proxy statement filed with the SEC on April 15, 2026, and giving effect to stock options and Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this 13D/A set forth the number of ordinary shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	None of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to this Schedule 13D/A.
(d)	No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares subject to this 13D/A.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13D/A filed with the SEC on October 1, 2024).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RA Capital Management, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By Peter Kolchinsky, Authorized Signatory
Date:	04/17/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	04/17/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	04/17/2026

RA Capital Healthcare Fund, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:	04/17/2026

FAQ

How much of Wave Life Sciences (WVE) does RA Capital report owning?

RA Capital and related reporting persons disclose beneficial ownership of 34,225,506 ordinary shares of Wave Life Sciences Ltd., representing 17.1% of the ordinary shares outstanding based on 192,353,438 shares as of April 7, 2026.

What securities make up RA Capital’s Wave Life Sciences (WVE) position?

The reported position includes 26,975,505 ordinary shares directly held by RA Capital Healthcare Fund, 7,093,656 ordinary shares issuable upon exercise of pre-funded warrants, and 16,115 ordinary shares plus options to buy 140,230 ordinary shares held by Peter Kolchinsky for RA Capital.

What redomiciliation plan does Wave Life Sciences (WVE) disclose here?

Wave Life Sciences Ltd. has entered into an Implementation Agreement with Wave Life Sciences, Inc., a new Delaware corporation. Through a Scheme of Arrangement, each existing ordinary share will be exchanged one-for-one for Delaware common stock, making the Singapore entity a subsidiary.

What approvals are required for Wave Life Sciences’ redomiciliation to Delaware?

The redomiciliation via Scheme of Arrangement requires approval by holders of Wave Life Sciences Ltd.’s ordinary shares at a special shareholder meeting and approval from the High Court of the Republic of Singapore, as described in a preliminary proxy statement filed April 15, 2026.

How do RA Capital and its principals describe their beneficial ownership of WVE?

RA Capital, Peter Kolchinsky, and Rajeev Shah state they may be deemed beneficial owners for Section 13(d) purposes but disclaim beneficial ownership of the securities beyond determining their reporting obligations, due to delegated voting and investment authority structures.

How many Wave Life Sciences (WVE) shares are used to calculate the 17.1% stake?

The 17.1% ownership figure is based on 192,353,438 ordinary shares outstanding as of April 7, 2026, as reported in Wave Life Sciences Ltd.’s preliminary proxy statement, including securities such as stock options and pre-funded warrants exercisable within 60 days.