SCHEDULE: RA Capital's Stake in LENZ THERAPEUTICS Diluted to 13.6%

RA Capital Management and its affiliates report a dilution of their beneficial ownership in LENZ THERAPEUTICS, INC. to 13.6% of common stock outstanding.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah, along with RA Capital Healthcare Fund, L.P., collectively referred to as "Reporting Persons," have filed an Amendment No. 2 to their Schedule 13D.
• The amendment reports a dilution of beneficial ownership in LENZ THERAPEUTICS, INC. common stock, which was not a result of any acquisition or disposition of securities by the Reporting Persons themselves.
• The aggregate beneficial ownership for RA Capital Management, Peter Kolchinsky, and Rajeev Shah is 4,265,106 shares, representing 13.6% of the Issuer's common stock.
• RA Capital Healthcare Fund, L.P. beneficially owns 3,373,921 shares, representing 10.8% of the class.
• The percentage is based on 31,289,969 shares of common stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed on November 5, 2025.
• Holdings include common stock, immediately exercisable warrants, and vested stock options, as well as options vesting within 60 days.
• No transactions by the Reporting Persons were reported in the past 60 days, other than the vesting of stock options for Dr. Zach Scheiner, an individual associated with RA Capital.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the dilution of a significant investor's stake, which implies the company has issued more shares, potentially impacting existing shareholder value. However, the investor has not sold shares, suggesting continued belief in the company's long-term prospects.

Positives

• The Reporting Persons have not sold any shares, indicating continued conviction in the company despite the dilution of their percentage stake.
• Dr. Zach Scheiner, associated with RA Capital, continues to vest stock options, showing ongoing engagement and potential future investment in the company.

Negatives

• The Reporting Persons' beneficial ownership percentage has been diluted, indicating that LENZ THERAPEUTICS, INC. has issued additional shares, which typically dilutes existing shareholder value.

Risks

• Dilution of existing shareholder value due to the issuance of new shares by the Issuer.

Future Outlook

NA

Industry Context

This filing reflects a change in a significant institutional investor's stake in LENZ THERAPEUTICS, INC., a common occurrence in the biotechnology and pharmaceutical sectors where companies frequently raise capital through equity offerings to fund research, development, and clinical trials. Such dilution events are a standard part of the growth cycle for many early to mid-stage biotech firms.

Stakeholder Impact

• Shareholders: Existing shareholders, including RA Capital, experience dilution of their ownership percentage, which can reduce their proportional claim on future earnings and assets.
• Company: The company likely gained capital from the issuance of new shares, which can be used to fund operations, research, or other strategic initiatives.

Key Dates

Recommendation

While the dilution of a significant institutional investor's stake is generally a negative signal as it implies the company has issued more shares, the fact that RA Capital has not sold any shares and continues to hold a substantial position (13.6%) suggests ongoing confidence. The dilution itself, likely from a capital raise, could provide the company with necessary funds for its operations. Investors should 'hold' to monitor how the company utilizes the raised capital and its impact on future performance, rather than reacting solely to the dilution event.

Keywords

LENZ THERAPEUTICS, RA Capital Management, Schedule 13D/A, Beneficial Ownership, Dilution, Common Stock, SEC Filing, Institutional Investor, Biotechnology, Healthcare Fund