Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
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). During the three months ended March 31, 2026, 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).
31
Item 6. Exhibits
(a) Exhibits.
Exhibit
No.
Description of Exhibit
Form
File
Number
Date of
Filing
Exhibit
No.
Filed
Herewith
3.1 Third Amended and Restated Certificate of Incorporation of Prime Medicine, Inc.
8-K
001-41536
10/24/22 3.1
3.2 Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of Prime Medicine, Inc.
8-K
001-41536
06/12/24 3.1
3.3
Second Amended and Restated Bylaws of Prime Medicine, Inc.
8-K
001-41536
05/21/24 3.1
10.1*
Third Amended and Restated Non-Employee Director Compensation Policy
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
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
101.INS
Inline XBRL Instance Document X
101.SCH
Inline XBRL Taxonomy Extension Schema Document X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document) X
__________________
* Indicates a management contract or any compensatory plan, contract or arrangement.
** The certification 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. 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.
32
(b) Financial Statement Schedules.
None.
33
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Prime Medicine, Inc.
By: /s/ Allan Reine
Date: May 7, 2026 Allan Reine
Chief Executive Officer
(Principal Executive Officer)
Date: May 7, 2026 By: /s/ Svetlana Ni Makhni
Svetlana Ni Makhni
Chief Financial Officer
(Principal Financial Officer)
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.