13D Filings
WAVE LIFE SCIENCES LTD.
WVE
Amendment
Ownership

17.10%

Total Shares

34,225,506

Issuer CIK

1631574

Event Date

Apr 14, 2026

Accepted

Apr 17, 2026, 04:57 PM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
RA Capital Management, L.P.
Investment Adviser
17.10%34,225,506034,225,506
Peter Kolchinsky
Holding Company
17.10%34,225,506034,225,506
Rajeev Shah
Holding Company
17.10%34,225,506034,225,506
RA Capital Healthcare Fund, L.P.
Partnership
17.10%34,069,161034,069,161
Disclosure Items (5)

Security Title

Ordinary Shares, no par value

Issuer Name

WAVE LIFE SCIENCES LTD.

Issuer Address

7 Straits View #12-00, Singapore, U0, 018936

Filing Persons

This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"), who are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Act"), is attached hereto as Exhibit 99.1. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 26,975,505 ordinary shares directly held by the Fund; (ii) 7,093,656 ordinary shares issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants") directly held by the Fund, which are immediately exercisable in full as of the date hereof; and (iii) 16,115 ordinary shares and vested options (right to buy) to purchase 140,230 ordinary shares held by Dr. Kolchinsky for the benefit of RA Capital. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's Ordinary Shares reported herein. Because the Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

Business Address

The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

Principal Occupation

The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management.

Convictions

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of 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.

Citizenship

See Item 6 of the cover pages.

Item 4 of the Statement is hereby amended and supplemented as follows: On April 15, 2026, the Issuer into an Implementation Agreement, dated as of April 15, 2026 (the "Implementation Agreement"), with a newly established Delaware corporation, Wave Life Sciences, Inc. ("Wave-Delaware"). The Implementation Agreement provides for a statutory procedure known as a Scheme of Arrangement (the "Scheme of Arrangement") to be implemented by the Issuer and Wave-Delaware under Singapore law, subject to approval of the High Court of the Republic of Singapore (the "Singapore Court"). Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital of the Issuer as of immediately prior to the effective time of the Scheme of Arrangement will be exchanged on a one-for-one basis for newly issued shares of common stock of Wave-Delaware, and the Issuer will become a subsidiary of Wave-Delaware (the "Redomiciliation"). Following the effective time of the Scheme of Arrangement, the rights of the stockholders of the Issuer will be governed by Delaware law, and the amended and restated certificate of Incorporation and amended and restated bylaws of Wave-Delaware. The Redomiciliation is conditioned on the approval of the Scheme of Arrangement by the holders of the Issuer's ordinary shares to be held at a special meeting of shareholders of the Issuer. A comparison of the rights of the stockholders of the Issuer, before and after the Redomiciliation, is set forth in the preliminary proxy statement filed by the Issuer with the SEC on April 15, 2026 under the heading "Comparison of Rights of Singapore Shareholders and Delaware Stockholders," which description is incorporated by reference herein.

Percentage of Class

Rows 11 and 13 of each Reporting Person's cover page to this 13D/A set forth the aggregate number of ordinary shares and percentages of the ordinary shares beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 192,353,438 ordinary shares outstanding as of April 7, 2026, as reported in the Issuer's preliminary proxy statement filed with the SEC on April 15, 2026, and giving effect to stock options and Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein.

Number of Shares

Rows 7 through 10 of each Reporting Person's cover page to this 13D/A set forth the number of ordinary shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

Transactions

None of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to this Schedule 13D/A.

Shareholders

No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares subject to this 13D/A.

Date of 5% Ownership

Not applicable.

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13D/A filed with the SEC on October 1, 2024).

WAVE LIFE SCIENCES LTD. — Schedule 13D | 13D Filings