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As filed with the Securities and Exchange Commission on March 3, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Prime Medicine, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
84-3097762
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
60 First Street
Cambridge, MA 02141
(617) 465-0013
(Address of Principal Executive Offices)
Prime Medicine, Inc. 2022 Stock Option and Incentive Plan
(Full Title of the Plan)
Allan Reine, M.D.
Chief Executive Officer
Prime Medicine, Inc.
60 First Street
Cambridge, MA 02141
(617) 465-0013
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kingsley L. Taft, Esq.
Adam V. Johnson, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated
filer
☒
Non-accelerated filer
☒
Smaller reporting company
☒
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 7(a)(2)(B) of the Securities Act. ☐ 


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 9,025,700 shares of common stock, par value $0.00001 per share (“Common Stock”) of Prime Medicine, Inc. (the “Registrant”) available for issuance under the Registrant’s 2022 Stock Option and Incentive Plan, as amended (the “2022 Plan”).
These additional shares of Common Stock are of the same class as other securities relating to the 2022 Plan for which the Registrant’s Registration Statements on Form S-8 (File No. 333-267953, File No. 333-270400, File No. 333-277567, and File No. 333-285396), filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2022, March 9, 2023, March 1, 2024, and February 28, 2025, respectively, are effective (collectively, the “Earlier Registration Statements”).
Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the contents of the Earlier Registration Statements, except for “Item 8. Exhibits”, are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Earlier Registration Statements are presented herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.


EXHIBIT INDEX
Exhibit
number		Description of exhibit
4.1
4.2
4.3
4.4
5.1*
23.1*
23.2*
24.1*
Power of Attorney (included on signature page)
99.1
107*
*Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, Commonwealth of Massachusetts, on the 3rd day of March 2026.
PRIME MEDICINE, INC.
 
By:
/s/ Allan Reine
Allan Reine
Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Allan Reine and Carman Alenson as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name TitleDate
  
/s/ Allan Reine
Chief Executive Officer and Director
(Principal Executive Officer and Principal Financial Officer)
March 3, 2026
Allan Reine
/s/ Carman Alenson
Chief Accounting Officer
(Principal Accounting Officer)
March 3, 2026
Carman Alenson
/s/ Thomas CahillDirectorMarch 3, 2026
Thomas Cahill
/s/ Wendy ChungDirectorMarch 3, 2026
Wendy Chung
/s/ Kaye FosterDirectorMarch 3, 2026
Kaye Foster
/s/ Michael Kelly
DirectorMarch 3, 2026
Michael Kelly
/s/ Jeff Marrazzo
DirectorMarch 3, 2026
Jeff Marrazzo
/s/ Robert Nelsen
Director
March 3, 2026
Robert Nelsen
/s/ David Schenkein
Director
March 3, 2026
David Schenkein

EX-FILING FEES
S-8 S-8 EX-FILING FEES 0001894562 Prime Medicine, Inc. N/A Fees to be Paid 0001894562 2026-03-03 2026-03-03 0001894562 1 2026-03-03 2026-03-03 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Prime Medicine, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, 0.00001 par value per share Other 9,025,700 $ 4.00 $ 36,102,800.00 0.0001381 $ 4,985.80

Total Offering Amounts:

$ 36,102,800.00

$ 4,985.80

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 4,985.80

Offering Note

1

1a. Pursuant to Rule 416(a) under Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 shall be deemed to cover any additional shares of common stock, $0.00001 par value per share ("Common Stock"), of Prime Medicine, Inc. (the "Registrant") which become issuable under the Registrant's 2022 Stock Option and Incentive Plan (the "2022 Plan") by reason of any stock dividend, stock split, recapitalization or any other similar transactions effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. 1b. Price per unit and price were estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices reported for Common Stock on the Nasdaq Global Markets on February 25, 2026. 1c.Amount Registered represents shares of Common Stock that were added to the shares authorized for issuance under the 2022 Plan, effective January 1, 2026 pursuant to an "evergreen" provision contained in the 2022 Plan. Pursuant to such provision, an additional number of shares will automatically be added to the shares authorized for issuance under the 2022 Plan on January 1 of each year.
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Document
Exhibit 5.1


Prime Medicine, Inc.
60 First Street
Cambridge, MA 02141

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 9,025,700 shares (the “Shares”) of common stock, $0.00001 par value per share (“Common Stock”), of Prime Medicine, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time the Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP


Document
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Prime Medicine, Inc. of our report dated March 3, 2026 relating to the financial statements, which appears in Prime Medicine, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025.


/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 3, 2026