SCHEDULE: RA Capital's Stake in Wave Life Sciences Diluted to 13.4%

RA Capital Management's beneficial ownership in Wave Life Sciences has been diluted to 13.4% following a recent public equity offering by the issuer.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah, along with RA Capital Healthcare Fund, L.P., collectively report a beneficial ownership of 25,453,010 ordinary shares in Wave Life Sciences Ltd.
• This represents 13.4% of the company's common stock.
• The change in percentage ownership is due to the dilution caused by Wave Life Sciences' public offering of equity securities, which closed on December 11, 2025, and not from any acquisition or disposition by the reporting persons.
• The calculation of the percentage is based on 167,181,784 ordinary shares outstanding as of November 7, 2025, plus 15,789,475 ordinary shares issued in the public offering, and giving effect to exercisable stock options and pre-funded warrants.
• RA Capital Healthcare Fund, L.P. directly holds 18,203,009 ordinary shares and 7,093,656 ordinary shares issuable upon exercise of pre-funded warrants.
• Dr. Kolchinsky holds 16,115 ordinary shares and 140,230 vested share options for the benefit of RA Capital.

Sentiment

Score: 5

Explanation: The filing is a routine update on beneficial ownership percentage due to dilution from a public offering. While dilution is generally a negative for existing shareholders' percentage, the capital raise itself can be a positive for the company's funding. The filing is neutral in tone and factual, reporting a known event.

Positives

• Wave Life Sciences successfully completed a public offering of equity securities, which provides capital for the company's operations.

Negatives

• The reporting persons' percentage of beneficial ownership in Wave Life Sciences Ltd. has been diluted to 13.4% due to the issuer's public offering.

Risks

• Dilution of existing shareholder ownership percentage due to further equity offerings by the issuer.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the issuer's future performance or strategic direction.

Industry Context

This filing, a routine update on beneficial ownership, does not provide specific details to analyze broader industry trends or competitor actions. However, equity offerings are common for biotechnology companies like Wave Life Sciences to fund research and development, indicating ongoing capital needs in the sector.

Comparison to Industry Standards

• The filing does not provide sufficient information for a detailed comparison to global benchmarks or specific comparable companies, projects, and results. It primarily focuses on the beneficial ownership stake of RA Capital Management in Wave Life Sciences.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or 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 during the last five years.

Stakeholder Impact

• Shareholders: Existing shareholders, including the reporting persons, experienced dilution of their percentage ownership due to the issuance of new shares in the public offering.
• Company (Wave Life Sciences): The company benefited from the capital raise through the public offering, which provides funding for its operations.

Next Steps

• The filing does not mention any specific future actions, events, or milestones.

Key Dates

Recommendation

This filing is a factual update on beneficial ownership following a public offering, not an indication of a change in investment thesis by RA Capital. The dilution is a mechanical outcome of the company raising capital. Without further information on the company's performance or RA Capital's future intentions, a 'hold' recommendation is appropriate as the filing itself doesn't suggest a fundamental shift warranting a 'buy' or 'sell'.

Keywords

Wave Life Sciences, RA Capital Management, Schedule 13D/A, Beneficial Ownership, Equity Offering, Dilution, Biotechnology, Healthcare Fund, SEC Filing