Prelude Therapeutics Inc
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibit and Financial Statement Schedules.
(1)
Financial Statements:
The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Data.”
(2)
Financial Statement Schedules
The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K.
(3)
Exhibits.
| ExhibitNumber · Incorporated by Reference · Filed Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Title · Form · File No. · Exhibit · Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Prelude Therapeutics Incorporated. | 10-Q | 001-39527 | 3.1 | August 14, 2025 |
| 3.2 | Amended and Restated Bylaws of Prelude Therapeutics Incorporated. | 8-K | 001-39527 | 3.1 | January 23, 2023 |
| 4.1 | Form of Common Stock Certificate. | S-1/A | 333-248628 | 4.1 | September 16, 2020 |
| 4.2 | Amended and Restated Investors’ Rights Agreement, dated August 21, 2020, by and among Prelude Therapeutics Incorporated and certain of its stockholders | S-1 | 333-248628 | 4.2 | September 4, 2020 |
| 4.3 | Form of Registration Rights Agreement, by and among Prelude Therapeutics Incorporated and certain of its stockholders. | S-1 | 333-251874 | 4.3 | January 4, 2021 |
| 4.4 | Form of Amended and Restated Registration Rights Agreement by and among Prelude Therapeutics Incorporated and certain Investors. | 10-K | 001-39527 | 4.4 | February 15, 2024 |
| 4.5 | Description of Voting Common Stock Registered Under Section 12 of the Securities Exchange Act of 1943, as amended. | 10-K | 001-39527 | 4.5 | February 15, 2024 |
| 4.6 | Form of Pre-Funded Warrant | 8-K | 001-39527 | 4.1 | May 19, 2023 |
| 4.7 | Form of Pre-Funded Warrant | 8-K | 001-39527 | 4.1 | December 11, 2023 |
| 10.1+ | Form of Indemnification Agreement with directors and officers. | S-1 | 333-248628 | 10.1 | September 4, 2020 |
| 10.2+ | 2016 Stock Incentive Plan, as amended, and forms of award agreements. | S-1 | 333-248628 | 10.2 | September 4, 2020 |
| 10.3+ | 2020 Equity Incentive Plan and forms of award agreements. | S-1/A | 333-248628 | 10.3 | September 21, 2020 |
| 10.4+ | 2020 Employee Stock Purchase Plan and forms of award agreements. | S-1/A | 333-248628 | 10.4 | September 21, 2020 |
| 10.5+ | Executive Employment Agreement, dated December 30, 2020, by and between the Prelude Therapeutics Incorporated and Krishna Vaddi. | S-1 | 333-251874 | 10.6 | January 4, 2021 |
| ExhibitNumber · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Title · Form · File No. · Exhibit · Filing Date | ||||||
| 10.6+ | Executive Employment Agreement, dated December 19, 2020, by and between Prelude Therapeutics Incorporated and Peggy Scherle | 10-K | 001-39527 | 10.7 | March 17, 2022 | |
| 10.7+ | Amended Executive Employment Agreement, dated February 4, 2025, by and between Prelude Therapeutics Incorporated and Bryant Lim. | 10-K | 001-39527 | 10.7 | March 10, 2025 | |
| 10.8†† | Single-Tenant Triple Net Lease, dated September 13, 2021, by and between Prelude Therapeutics Incorporated and Crisp Partners, LLC. | 10-K | 001-39527 | 10.11 | March 17, 2022 | |
| 10.09†† | First Amendment to Single-Tenant Triple Net Lease, dated November 15, 2021, by and between the Prelude Therapeutics Incorporated and Crisp Partners, LLC. | 10-K | 001-39527 | 10.12 | March 17, 2022 | |
| 10.10†† | Second Amendment to Single-Tenant Triple Net Lease, dated August 8, 2022, by and between Prelude Therapeutics Incorporated and CRISP Partners LLC. | 10-Q | 001-39527 | 10.1 | November 14, 2022 | |
| 10.11 | Open Market Sale Agreement SM, dated March 15, 2023, by and between Prelude Therapeutics Incorporated and Jefferies LLC. | 8-K | 001-39527 | 1.1 | March 15, 2023 | |
| 10.12 | Form of Securities Purchase Agreement by and among Prelude Therapeutics Incorporated and certain Investors. | 10-K | 001-39527 | 10.13 | February 15, 2024 | |
| 10.13†† | Exclusive Option Agreement, dated November 3, 2025, by and between Prelude Therapeutics Incorporated and Incyte Corporation | X | ||||
| 10.14 | Registration Rights Agreement, dated November 10, 2025, by and between Prelude Therapeutics Incorporated and Incyte Corporation | X | ||||
| 10.15†† | Consulting Agreement dated November 3, 2025 by and between Prelude Therapeutics Incorporated and Jane Huang | X | ||||
| 19 | Insider Trading Policy | 10-K | 001-39527 | 19 | March 10, 2025 | |
| 21.1 | Subsidiaries of Prelude Therapeutics Incorporated. | 10-K | 001-39527 | 21.1 | February 15, 2024 | |
| 23.1 | Consent of Ernst and Young LLP, an independent registered public accounting firm. | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| ExhibitNumber · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Title · Form · File No. · Exhibit · Filing Date | ||||||
| 32.2* · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 97.1 | Compensation Recovery Policy of Prelude Therapeutics Incorporated | 10-K | 001-39527 | 97.1 | February 15, 2024 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||
- Indicates a management contract or compensatory plan, contract or arrangement.
^ The registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
††Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
*This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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