2 unchanged sentences
From time to time, our officers (as defined in Rule 16a–1(f)) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).
−Removed: During the three months ended March 31, 2025, none of the Company’s directors or officers adopted , modified or terminated a plan or other arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
+Added: During the three months ended June 30, 2025, none of the Company’s directors or officers adopted , modified or terminated a plan or other arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
(a) Exhibits.
6 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 21, 2024).
−Removed: 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.
−Removed: 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.
−Removed: 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C.
+Added: Second Amended and Restated Non-Employee Director Compensation Policy
+Added: Separation Agreement , dat ed May 18 , 2025 , between the Registrant and Keith Go ttesdiener
+Added: C onsulting Agreement, dated May 18, 2025, between the Registrant and KMG Strategic Consulting LLC
+Added: Amended and Restated Employment Agreement, effective May 19, 2025, between the Registrant and Allan Reine
+Added: Separation Agreem ent, dated July 1 7 , 2025, between the Registrant and Jeremy Duffield
+Added: Consulting Agreement, dated July 1 5, 2025, between the Registrant and Jeremy Duffield
+Added: 31.1* Certification of Principal Executive Officer and Prin cipal 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.
+Added: 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
8 unchanged sentences
* Filed herewith.
−Removed: ** The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
−Removed: Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
+Added: ** The certification furnished in Exhibit 32.1 hereto is deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
+Added: Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
+Added: # Indicates a management contract or any compensatory plan, contract or arrangement.
+Added: † Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
+Added: + Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
(b) Financial Statement Schedules.
1 unchanged sentence
Prime Medicine, Inc.
−Removed: /s/ Keith Gottesdiener
−Removed: May 08, 2025 Keith Gottesdiener
−Removed: President and Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: May 08, 2025 By:
/s/ Allan Reine
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
+Added: August 7, 2025 Allan Reine
+Added: Chief Executive Officer
+Added: (Principal Executive Officer and Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.