[SCHEDULE 13D/A] Wave Life Sciences Ltd. Amended Major Shareholder Report

Rhea-AI Filing Summary

RA Capital and affiliates report a larger stake in Wave Life Sciences Ltd., now beneficially owning 34,225,506 ordinary shares, or 17.5% of the company’s outstanding shares. The ownership is reported across RA Capital Management, its healthcare fund, and managers Peter Kolchinsky and Rajeev Shah.

The amendment details recent open-market purchases by RA Capital Healthcare Fund, including multi-million share buys on March 26, 27, and 30, 2026 at weighted-average prices between $6.06 and $6.50 per share, funded with the fund’s working capital. Certain shares are issuable upon exercise of pre-funded warrants and stock options.

Insights

Equity ownership analyst

RA Capital significantly adds to an already large Wave Life Sciences position.

RA Capital Healthcare Fund purchased several million Wave Life Sciences ordinary shares in late March 2026 at weighted-average prices from $6.06 to $6.50 per share, using its working capital. This lifts the group’s reported beneficial ownership to 34,225,506 shares, or 17.5% of the company.

The filing also notes 7,093,656 ordinary shares issuable from pre-funded warrants and stock options exercisable within 60 days, which are included in the stake calculation based on 188,254,954 ordinary shares outstanding as of February 19, 2026. Future ownership levels will depend on any additional open-market activity and warrant or option exercises disclosed in later filings.

Key Figures

Beneficial ownership: 34,225,506 shares Ownership percentage: 17.5% Outstanding shares baseline: 188,254,954 shares +5 more

8 metrics

Beneficial ownership 34,225,506 shares Ordinary shares beneficially owned by reporting persons

Ownership percentage 17.5% Portion of ordinary shares outstanding represented by stake

Outstanding shares baseline 188,254,954 shares Ordinary shares outstanding as of February 19, 2026

Pre-funded warrant shares 7,093,656 shares Ordinary shares issuable upon exercise of pre-funded warrants

March 26, 2026 purchase (block 1) 4,954,558 shares at $6.06 Weighted-average price per share in open-market buys

March 26, 2026 purchase (block 2) 351,224 shares at $6.38 Weighted-average price per share in open-market buys

March 27, 2026 purchase 2,495,623 shares at $6.43 Weighted-average price per share in open-market buys

March 30, 2026 purchase 971,091 shares at $6.50 Weighted-average price per share in open-market buys

Key Terms

Schedule 13D/A, beneficial owner, pre-funded warrants, weighted-average price, +2 more

6 terms

Schedule 13D/A regulatory

"This Amendment No. 9 (this "Amendment No. 9" or this "/A") amends and supplements the statement on originally filed"

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.

beneficial owner financial

"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"

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.

pre-funded warrants financial

"7,093,656 ordinary shares issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants") directly held by the Fund"

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.

weighted-average price financial

"at prices ranging from $5.365 to $6.36 per share (a weighted-average price of $6.06 per share)"

working capital financial

"All purchases of the securities described herein were for cash and were funded by working capital of the Fund."

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

sole or shared power to vote regulatory

"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"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

WAVE LIFE SCIENCES LTD.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(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)

03/26/2026

(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)

17.5 %

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)

17.5 %

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)

17.5 %

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)

17.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(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. 9 (this "Amendment No. 9" 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 and December 15, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 9 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: On March 26, 2026, the Fund purchased (i) 4,954,558 ordinary shares in open market transactions at prices ranging from $5.365 to $6.36 per share (a weighted-average price of $6.06 per share) and (ii) 351,224 ordinary shares in open market purchases at prices ranging from $6.365 to $6.40 per share (a weighted-average price of $6.38 per share). The aggregate purchase price for such shares was $32,340,959.45. On March 27, 2026, the Fund purchased 2,495,623 ordinary shares at prices ranging from $6.09 to $6.74 and a weighted-average price of $6.43 per share through open market purchases. The aggregate purchase price for such shares was $16,049,106.80. On March 30, 2026, the Fund purchased 971,091 ordinary shares at prices ranging from $6.305 to $6.665 and a weighted-average price of $6.50 per share through open market purchases. The aggregate purchase price for such shares was $6,314,713.45. All purchases of the securities described herein were for cash and were funded by working capital of the Fund.
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 188,254,954 ordinary shares outstanding as of February 19, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on February 26, 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)	Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
(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:	03/30/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	03/30/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	03/30/2026

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:	03/30/2026

FAQ

How many Wave Life Sciences (WVE) shares does RA Capital now beneficially own?

RA Capital and related reporting persons beneficially own 34,225,506 ordinary shares of Wave Life Sciences, representing 17.5% of the company. This figure includes shares held directly, shares issuable upon exercise of pre-funded warrants, and certain options exercisable within 60 days.

What recent Wave Life Sciences (WVE) share purchases did RA Capital make?

On March 26, 2026, the fund bought 4,954,558 shares at a weighted-average price of $6.06 and 351,224 shares at $6.38. It then purchased 2,495,623 shares on March 27 at $6.43 and 971,091 shares on March 30 at $6.50.

What is RA Capital’s percentage ownership of Wave Life Sciences (WVE)?

The reporting persons state beneficial ownership of 17.5% of Wave Life Sciences’ ordinary shares. This percentage is based on 188,254,954 ordinary shares outstanding as of February 19, 2026, adjusted for options and pre-funded warrants exercisable within 60 days.

How are pre-funded warrants reflected in RA Capital’s Wave Life Sciences (WVE) stake?

RA Capital Healthcare Fund holds 7,093,656 ordinary shares issuable upon exercise of pre-funded warrants. These warrants are immediately exercisable in full as of the filing date, so the underlying shares are included in the reported beneficial ownership and percentage calculations.

Who are the reporting persons in this Wave Life Sciences (WVE) Schedule 13D/A?

The reporting group includes RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and individuals Peter Kolchinsky and Rajeev Shah. RA Capital advises the fund, and Kolchinsky and Shah are controlling persons of the RA Capital general partner.

How did RA Capital finance its recent Wave Life Sciences (WVE) share purchases?

The filing states that all purchases of Wave Life Sciences ordinary shares in March 2026 were made for cash and were funded by the working capital of RA Capital Healthcare Fund, L.P., its private investment vehicle focused on healthcare investments.