SCHEDULE: Incyte Discloses 9.9% Stake in Prelude Therapeutics

Incyte Corporation has reported a 9.9% beneficial ownership stake in Prelude Therapeutics, Inc., primarily through convertible non-voting common stock.

Summary

• Incyte Corporation reported beneficial ownership of 4,372,124 shares of Prelude Therapeutics, Inc. common stock.
• This ownership represents 9.9% of Prelude's outstanding voting common stock.
• The shares held by Incyte are primarily non-voting common stock, convertible on a 1-for-1 basis into voting common stock.
• Conversion is subject to a beneficial ownership limitation, preventing Incyte from owning more than 9.99% of voting common stock after conversion.
• Incyte has the option to increase this beneficial ownership limitation to any percentage not exceeding 19.99% by providing 61 days' written notice to Prelude.
• Currently, 1,877,876 shares of non-voting common stock held by Incyte are not convertible due to the existing 9.99% beneficial ownership limitation.
• The ownership percentage was calculated based on 43,765,011 shares of voting common stock outstanding as of October 28, 2025, as represented by Prelude.
• The shares were acquired by Incyte pursuant to a Securities Purchase Agreement dated November 3, 2025.

Sentiment

Score: 5

Explanation: The filing is a standard regulatory disclosure of beneficial ownership and does not contain performance metrics or forward-looking statements that would typically influence a positive or negative sentiment score. It simply reports a significant investment.

Positives

• Incyte Corporation, a Delaware-based biopharmaceutical company, has made a significant strategic investment in Prelude Therapeutics, Inc., signaling confidence in Prelude's prospects.
• The investment provides Incyte with a substantial stake and potential influence, holding 9.9% of Prelude's voting common stock.
• Incyte retains the flexibility to increase its beneficial ownership limitation up to 19.99% in the future, indicating potential for deeper engagement or a larger strategic role.

Negatives

• A significant portion of Incyte's non-voting common stock (1,877,876 shares) is not currently convertible into voting shares due to the 9.99% beneficial ownership limitation, restricting immediate full voting power.
• The non-voting nature of a portion of Incyte's holdings and the beneficial ownership limitation restrict immediate full conversion and voting power.

Risks

• The beneficial ownership limitation (currently 9.99%, expandable to 19.99%) restricts Incyte's immediate ability to convert all its non-voting shares into voting common stock, potentially limiting its influence.
• Changes in the total number of outstanding voting common stock shares of Prelude Therapeutics could affect the number of non-voting shares Incyte is able to convert at any given time.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Prelude Therapeutics or Incyte Corporation regarding future performance or strategic direction beyond the potential for Incyte to increase its ownership limitation.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11." Sheila A. Denton, Executive Vice President and General Counsel of Incyte Corp.

Industry Context

This filing indicates a significant investment by Incyte Corporation, a known biopharmaceutical company, into Prelude Therapeutics, Inc., also operating in the therapeutics space. Such an investment often signals a strategic interest, potential collaboration, or a belief in the target company's pipeline or technology within the competitive biopharmaceutical industry. It could be a precursor to a partnership or a deeper strategic alliance, common in the drug development sector where larger companies invest in smaller, innovative firms.

Related Party Transactions

• Incyte Corporation's acquisition of Prelude Therapeutics, Inc. shares was conducted via a Securities Purchase Agreement dated November 3, 2025, establishing a significant investment relationship between the two entities.

Stakeholder Impact

• Shareholders (Prelude): The disclosure of a significant institutional investor (Incyte) holding a 9.9% stake could be viewed positively, signaling confidence in Prelude's prospects and potentially attracting further investor interest. It also introduces a major shareholder with potential influence.
• Shareholders (Incyte): The investment represents a strategic allocation of capital, potentially diversifying Incyte's portfolio or aligning with its strategic objectives in the therapeutics space.
• Management (Prelude): The presence of a large, strategic investor like Incyte could influence future strategic decisions, collaborations, or corporate development.

Next Steps

• Incyte Corporation may, from time to time, increase or decrease its beneficial ownership limitation applicable to Prelude Therapeutics, Inc. to any percentage not exceeding 19.99%, with such change becoming effective 61 days after notice to Prelude.

Key Dates

Keywords

Prelude Therapeutics, Incyte Corporation, Schedule 13G, beneficial ownership, common stock, non-voting stock, equity investment, biopharmaceutical, ownership stake, convertible securities