RA Capital group discloses 16.8% Wave Life Sciences (WVE) ownership after redomiciliation

Rhea-AI Filing Summary

Wave Life Sciences, Inc. underwent a redomiciliation on August 7, 2026, in which Wave Life Sciences, Inc., a Delaware corporation, became the ultimate parent of the Wave Life Sciences group. Under a Scheme of Arrangement, all ordinary shares of Wave Life Sciences Ltd. were exchanged one-for-one for new shares of Wave Life Sciences, Inc. common stock, par value $0.001 per share, and Wave Life Sciences Ltd. became its wholly owned subsidiary.

RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. report beneficial ownership of 34,314,406 shares of Wave Life Sciences common stock, representing 16.8% of the class. This position consists of 26,975,505 shares held by the Fund, 7,093,656 shares issuable upon exercise of Pre-Funded Warrants, and additional shares and options held by Dr. Kolchinsky for the benefit of RA Capital. The reporting persons generally have shared voting and dispositive power and include recent vesting of 76,200 options at an exercise price of $8.11 and 12,700 restricted stock units on August 11, 2026.

Key Figures

Beneficial ownership (RA Capital group): 34,314,406 shares Ownership percentage (RA Capital group): 16.8% Fund beneficial ownership: 34,069,161 shares +5 more

8 metrics

Beneficial ownership (RA Capital group) 34,314,406 shares Aggregate Wave Life Sciences common stock beneficially owned, representing 16.8% of class

Ownership percentage (RA Capital group) 16.8% Percentage of Wave Life Sciences common stock based on shares outstanding and recent issuances

Fund beneficial ownership 34,069,161 shares Shares of Wave Life Sciences common stock attributed to RA Capital Healthcare Fund, L.P.

Outstanding shares baseline 197,048,175 shares Common stock outstanding as of July 23, 2026, used in ownership calculations

Pre-Funded Warrants 7,093,656 shares Shares of common stock issuable upon exercise of Pre-Funded Warrants held by the Fund

Common shares held by Fund 26,975,505 shares Wave Life Sciences common stock directly held by RA Capital Healthcare Fund, L.P.

Vested stock options 76,200 shares at $8.11 Options to purchase Wave Life Sciences common stock vested on August 11, 2026

Vested RSUs 12,700 shares Restricted stock units that vested in full on August 11, 2026

Key Terms

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

6 terms

Redomiciliation regulatory

"On August 7, 2026, as part of the Redomiciliation, Wave-Delaware, became the ultimate parent"

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.

Scheme of Arrangement regulatory

"Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital"

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.

Pre-Funded Warrants financial

"shares of common stock 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 owner regulatory

"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

restricted stock units financial

"The restricted stock units vested in full on August 11, 2026."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dispositive power financial

"sole or shared power to dispose or to direct the disposition"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What percentage of Wave Life Sciences (WVE) does RA Capital report owning in this 13D/A?

RA Capital and affiliated reporting persons report beneficial ownership of 34,314,406 shares of Wave Life Sciences common stock, representing 16.8% of the outstanding class. This percentage is based on share count data as of late July and early August 2026.

How is RA Capital’s Wave Life Sciences (WVE) stake structured in this filing?

The reported stake includes 26,975,505 common shares held by the Fund, 7,093,656 shares issuable upon exercise of Pre-Funded Warrants, and additional shares and options held by Dr. Kolchinsky for RA Capital’s benefit, all counted toward the 34,314,406-share total.

What corporate change at Wave Life Sciences (WVE) is described in this Schedule 13D/A?

The filing describes a Redomiciliation effective August 7, 2026, in which Wave Life Sciences, Inc. (Delaware) became the ultimate parent company and Wave Life Sciences Ltd. (Singapore) became its wholly owned subsidiary through a one-for-one Scheme of Arrangement share exchange.

What is the total Wave Life Sciences (WVE) share count used to calculate RA Capital’s ownership?

The ownership percentage is calculated using 197,048,175 shares of common stock outstanding as of July 23, 2026, plus 12,700 shares issued upon RSU vesting on August 11, 2026, and giving effect to exercisable stock options and Pre-Funded Warrants within 60 days.

What recent equity awards related to Wave Life Sciences (WVE) are disclosed for RA Capital?

On August 11, 2026, options to purchase 76,200 shares of Wave Life Sciences common stock vested in full with an exercise price of $8.11, and 12,700 restricted stock units vested, both reported as part of the RA Capital-related holdings.

How much stock does RA Capital Healthcare Fund, L.P. alone report in Wave Life Sciences (WVE)?

RA Capital Healthcare Fund, L.P. reports beneficial ownership of 34,069,161 shares of Wave Life Sciences common stock, representing 16.7% of the class, with shared voting and dispositive power over those shares, within the broader RA Capital group structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 04:40 PM Accepted by SEC EDGAR 08/11/2026 - 04:39 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Wave Life Sciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

94352A104

(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)

08/07/2026

(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): 94352A104

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 34,314,406.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,314,406.00

11

Aggregate amount beneficially owned by each reporting person

34,314,406.00

12

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

13

Percent of class represented by amount in Row (11)

16.8 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 94352A104

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 34,314,406.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,314,406.00

11

Aggregate amount beneficially owned by each reporting person

34,314,406.00

12

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

13

Percent of class represented by amount in Row (11)

16.8 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): 94352A104

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 34,314,406.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,314,406.00

11

Aggregate amount beneficially owned by each reporting person

34,314,406.00

12

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

13

Percent of class represented by amount in Row (11)

16.8 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): 94352A104

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)

16.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Wave Life Sciences, Inc.
(c)	Address of Issuer's Principal Executive Offices: 733 Concord Avenue, Cambridge, MASSACHUSETTS , 02138.
Item 1 Comment: This Amendment No. 11 (this "Amendment No. 11" 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, March 30, 2026 and April 17, 2026 (as amended, the "Statement") by the Reporting Persons with respect to the Ordinary Shares of Wave Life Sciences Ltd., the predecessor of the Issuer. Unless otherwise defined herein, capitalized terms used in this Amendment No. 11 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 Act, is attached hereto as Exhibit 99.1. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 26,975,505 shares of common stock directly held by the Fund; (ii) 7,093,656 shares of common stock 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) 28,815 shares of common stock and vested options (right to buy) to purchase 216,430 shares of common stock 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 common stock 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 August 7, 2026, as part of the Redomiciliation, Wave-Delaware, became the ultimate parent company of the Wave Life Sciences group of companies. Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital of Wave Life Sciences Ltd. ("Wave-Singapore") as of immediately prior to the effective time of the Scheme of Arrangement were exchanged on a one-for-one basis for newly issued shares of common stock, par value $0.001 per share, of Wave-Delaware, and Wave-Singapore became a wholly owned subsidiary of Wave-Delaware.
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 shares of common stock and percentages of shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 197,048,175 shares of common stock outstanding as of July 23, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on July 30, 2026 and (ii) 12,700 shares of common stock issued upon the vesting of restricted stock units held by Dr. Kolchinsky on August 11, 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 shares of common stock 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)	Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. Reporting No. Price Per Transaction Person Date Shares Share Vest Stock Option (Right to Buy) RA Capital 08/11/2026 76,200 (1) Vest Restricted Stock Units RA Capital 08/11/2026 12,700 (2) (1) This option represents a right to purchase a total of 76,200 shares of the Issuer's common stock, which vested in full on August 11, 2026. These options have an exercise price of $8.11. (2) The restricted stock units vested in full on August 11, 2026.
(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 shares of common stock subject to this 13D/A.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement

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:	08/11/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	08/11/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	08/11/2026

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:	08/11/2026