Prelude Therapeutics Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2025

Prelude Therapeutics Incorporated

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (302) 467-1280

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On June 11, 2025, upon the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”) of the Board of Directors (the “Board”) of Prelude Therapeutics Incorporated (the “Company”), the Board appointed Paul Scherer, M.D., as a Class III director and as a member of the Compensation committee and the Governance Committee of the Board, effective as of the adjournment of the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 12, 2025 (the “Effective Date”). Dr. Scherer will serve as a Class III director until the 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

Dr. Scherer is currently employed by Baker Bros. Advisors LP (“BBA”) where he has held multiple roles. Dr. Scherer has significant experience advising publicly traded biotechnology companies. Prior to joining BBA in 2018, Dr. Scherer completed an M.D. and a Ph.D. in Neuroscience from Johns Hopkins University. Prior to Johns Hopkins University, he earned a B.A. in Biology with a concentration in Neuroscience from the University of Pennsylvania. There is no arrangement or understanding between Dr. Scherer and any other person pursuant to which Dr. Scherer was selected as a director. The Company is not aware of any related party transactions or relationships between Dr. Scherer and the Company that would require disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment to the Board, and in accordance with the Company’s current director compensation policy, Dr. Scherer will receive compensation for his service as a director in accordance with the Company’s compensation policy for non-employee directors, and the Board granted Dr. Scherer non-incentive stock options (the “Options”) to purchase up to 76,000 shares of the Company’s common stock under the terms of the Company’s 2020 Equity Incentive Plan, with such Options fully vesting upon the earlier of (a) the Company's next annual stockholder meeting, or (b) the one-year anniversary of the grant date, subject, however, to Dr. Scherer’s service to the Company on the vesting date.

The Company will enter into an indemnity agreement with Dr. Scherer in the form that it has entered into with its other directors and that is filed as Exhibit 10.1 to the Company’s registration statement on Form S-1 (File No. 333-248628).

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 12, 2025, the Company held its Annual Meeting and the following proposals were adopted:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.