Prelude Therapeutics Files Prospectus Supplement for Up to \$25 Million At-the-Market Offering

Key Points:

• Prelude Therapeutics (Nasdaq: PRLD) has filed a prospectus supplement with the SEC for an at-the-market (“ATM”) equity offering of up to \$25 million in common stock.
• The ATM program is being conducted through Jefferies LLC, acting as sales agent.
• This supplement is under the company’s existing shelf registration statement on Form S-3 (No. 333-279829), which was declared effective June 10, 2024.
• The legal opinion related to the shares was provided by Morgan, Lewis & Bockius LLP and is filed as Exhibit 5.1 to the Form 8-K.

Details of the Offering:

• The ATM offering allows Prelude Therapeutics to issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to \$25 million.
• This is an update to the previously disclosed Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC, originally entered into on March 15, 2023, which provided for up to \$75 million in potential sales.
• The shares will be offered pursuant to the prospectus supplement filed on March 12, 2026, and the base prospectus in the effective shelf registration statement.

Important Considerations for Shareholders:

• Dilution Risk: The ATM program means the company can issue new shares into the open market at prevailing prices, which could dilute existing shareholders if a significant number of shares are sold.
• Flexibility for the Company: The ATM structure allows Prelude to raise capital as needed, potentially to fund operations, R&D, or other corporate purposes. The timing and amount of actual sales will depend on market conditions and the company’s capital needs.
• Regulatory Compliance: The company notes that no sale of shares will occur in any state or jurisdiction where such sale would be unlawful prior to registration or qualification under applicable securities laws.
• Legal Opinion: The law firm Morgan, Lewis & Bockius LLP has provided a legal opinion confirming the validity of the shares to be issued, which is standard practice for such offerings.

Potential Price Sensitivity:

• The announcement of an ATM program, especially of this size, can be price sensitive as it signals the company’s intent and ability to raise capital by issuing new shares. This can be perceived as dilutive and may put pressure on the stock price in the short-term.
• However, the flexibility to raise capital as needed can also be viewed as a positive in terms of enhancing Prelude’s financial stability and ability to fund its drug development pipeline.
• Shareholders should monitor the company’s disclosures for updates on actual sales under the ATM, as well as the use of proceeds.

Summary Table

What Investors Should Watch:

• The actual pace and amount of common stock sold under the ATM program.
• Company disclosures regarding the use of proceeds from any sales.
• Impact on share count and potential dilution from the offering.
• Any significant developments or updates in Prelude’s clinical pipeline that may influence the company’s need for capital.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the company’s SEC filings and consult with their financial advisor before making investment decisions. The announcement of an at-the-market offering may impact share price due to potential dilution. This summary includes all information disclosed in the Form 8-K filing as of March 12, 2026.

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