Prelude Therapeutics Inc美股招股说明书(2026-04-21版)

18,018,014 Shares of Common StockPre-Funded Warrants to Purchase 2,252,252 Shares of Common Stock We are offering 18,018,014 shares of our common stock, par value $0.0001 per share (“Common Stock”), or, in lieu of commonstock to certain investors that so choose, pre-funded warrants to purchase 2,252,252 shares of our Common Stock (“Pre-FundedWarrants”), pursuant to this prospectus supplement and the accompanying prospectus. Each Pre-Funded Warrant will be exercisable intoone share of Common Stock. The purchase price of each Pre-Funded Warrant will equal the price per share of Common Stock being soldin this offering minus $0.0001, the exercise price of each Pre-Funded Warrant. The offering price for each share of Common Stock is$4.44. This offering also relates to the shares of Common Stock issuable upon exercise of any Pre-Funded Warrants sold in this offering. Our common stock is traded on The Nasdaq Global Select Market under the symbol “PRLD.” The last reported sales price of ourcommon stock on The Nasdaq Global Select Market on April19, 2026, was $4.44 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do notintend to apply for listing of the pre-funded warrants on the Nasdaq Global Select Market or any securities exchange or nationallyrecognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced underthe heading “Risk Factors” onpageS-7of this prospectus supplement as well as those contained in the accompanying prospectus. (1)See below for details regarding 2,815,315 shares of common stock and 2,252,252 pre-funded warrants for which the underwriterswill not receive any underwriting discounts or commissions, which are included in the total offering price.(2)See the section entitled “Underwriting” for additional information regarding compensation payable to the underwriters. Goldman Sachs& Co. LLC Evercore ISICitizens Capital Markets Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-11DILUTIONS-12DESCRIPTION OF PRE-FUNDED WARRANTSS-14MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR INVESTORS IN OUR COMMON STOCK AND PRE-FUNDEDWARRANTSS-16UNDERWRITINGS-23LEGAL MATTERSS-32EXPERTSS-33WHERE YOU CAN FIND MORE INFORMATIONS-34INCORPORATION OF INFORMATION BY REFERENCES-35 PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registrationstatementonFormS-3(RegistrationNo.333-279829)thatwe filed with the Securities and Exchange Commission, or the SEC, using a “shelf”registration process. This document is in two parts. The first part is a prospectus supplement, which describes the specific terms of this offering and certain othermatters relating to us. The second part is the accompanying prospectus, which provides more general information, some of which may not apply to thisoffering. You should read both this prospectus supplement and the accompanying prospectus as well as the additional information described in thisprospectus supplement under the headings “Where You Can Find More Information” and “Incorporation of Information by Reference” before investingin our common stock. This prospectus supplement describes the terms of this offering of our securities and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. To the extentthat any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus or in anydocument incorporated by reference that was filed with the SEC before the date of this prospectus supplement, the statements made in theaccompanying prospectus, or such earlier filing, as applicable, are deemed modified or superseded by the statements made in this prospectussupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, adocument incorporated by reference in this prospectus supplement—the statement in the document having the later date modifies or supersedes theearlier statement. You should rely only on the information contained or incorporated by reference