Intellia Therapeutics Inc美股招股说明书(2026-04-29版)

We are offering 16,744,187 shares of our common stock. Our common stock is listed on the Nasdaq Global Market under the symbol “NTLA”. The last sale price as reported on the Nasdaq Global Marketon April23, 2026 was $15.87 per share. Investing in our common stock involves risks. See “Risk Factors” on page S-7 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. (1)We refer you to “Underwriting” beginning on page S-22 of this prospectus supplement for additional information regarding underwriting We have granted the underwriters a 30-day option to purchase up to an additional 2,511,628 shares of our common stock from us at the publicoffering price, less the underwriting discounts and commissions. If the underwriters exercise the option in full, the total underwriting discounts andcommissions payable by us will be $12,420,000.675, and the total proceeds to us, before expenses, will be $207,000,011.25. The underwriters expect to deliver the shares of common stock to purchasers on or about April 30, 2026. Citigroup Jefferies TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUTTHISPROSPECTUSSUPPLEMENTPROSPECTUSSUPPLEMENTSUMMARYTHEOFFERINGRISKFACTORSCAUTIONARYNOTEREGARDINGFORWARD-LOOKINGSTATEMENTSUSEOFPROCEEDSDILUTIONMATERIALU.S. FEDERALINCOMETAXCONSEQUENCESFORHOLDERSOFCOMMONSTOCKUNDERWRITINGLEGALMATTERSEXPERTSWHEREYOUCANFINDMOREINFORMATIONINCORPORATIONBYREFERENCE PROSPECTUSABOUTTHISPROSPECTUSRISKFACTORSCAUTIONARYNOTEREGARDINGFORWARD-LOOKINGSTATEMENTSTHECOMPANYUSEOFPROCEEDSSECURITIESWEMAYOFFERDESCRIPTIONOFCAPITALSTOCKDESCRIPTIONOFDEBTSECURITIESDESCRIPTIONOFWARRANTSDESCRIPTIONOFUNITSPLANOFDISTRIBUTIONLEGALMATTERSEXPERTSWHEREYOUCANFINDMOREINFORMATIONINCORPORATIONBYREFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stockand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus dated November24, 2023, included in our automaticshelf registration statement on Form S-3ASR (File No.333-275740), along with the documents incorporated by reference, which provides more generalinformation, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information containedin the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission (the“SEC”), before the date of this prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. Ifany statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlierstatement. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with the SEC. Under theshelf registration process, we may offer from time to time various securities, of which this offering of shares of our common stock is a part. Suchregistration statement also includes exhibits that provide more detail on the matters discussed in this prospectus supplement and the accompanyingprospectus. You should read this prospectus supplement, the accompanying prospectus, including the information incorporated by reference, the exhibitsfiled with the SEC, and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making aninvestment decision. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus,along with the information contained in any free writing prospectus that we have authorized for use in connection with this offering. We have not, andthe underwriters have not, authorized anyone to provide you with different or additional information. If anyone provides you with different orinconsistent information, you should not rely on it. We and the underwriters take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. You should assume that the information appearing in this prospectus supplement, the accompanyingprospectus, the documents incorporated by reference in this prospectus supplement an