[144] Passage Bio, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filing for Passage Bio, Inc. (PASG) discloses that OrbiMed Private Investments VII, LP intends to sell 259,000 common shares through broker Themis Trading LLC on or after 07 / 07 / 2025. The shares have an aggregate market value of $112,147, implying a price of roughly $0.43 per share. With 62,148,274 shares outstanding, the proposed sale represents about 0.42 % of the float.

The filing also lists OrbiMed’s prior activity: over the past three months the fund sold approximately 979,326 PASG shares across ten transactions, generating gross proceeds of roughly $278,000 (figure derived from the line items provided). Shares being sold were originally acquired in the company’s 03 / 03 / 2020 IPO.

Key take-aways for investors

• The transaction is relatively small in percentage terms, suggesting limited direct dilution or price impact.
• However, continued divestment by a long-time institutional holder may signal portfolio rebalancing or diminished conviction and could add technical selling pressure.
• The Form 144 confirms the seller attests to having no undisclosed adverse information.

Positive

• None.

Negative

• Continued insider selling: OrbiMed has already disposed of ~979k shares in the past 3 months and plans to add 259k more, which could pressure PASG’s share price.

Insights

Securities Analyst

TL;DR: Small (0.4 %) insider sale, but ongoing liquidation trend warrants monitoring; neutral fundamental impact.

Form 144 shows OrbiMed planning to sell 259 k shares, marking the eleventh sale in three months. Although the stake is minor versus the 62.1 m float, the cumulative 1.2 m shares (979 k prior + 259 k planned) suggests persistent distribution that can cap near-term price appreciation. No new information on fundamentals, so the filing is technically negative but fundamentally neutral.

Portfolio Manager

TL;DR: Continued VC exit adds supply overhang; impact small unless selling accelerates.

VC funds often exit post-lockup; OrbiMed’s sale fits that pattern. At ~$112 k, liquidity impact is low, but serial filings can sap sentiment. Unless coupled with adverse clinical or cash-runway news, I view this as not impactful to long-term thesis, but short-term traders should watch volume spikes around 7 July.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Themis Trading LLC 10 Town Square Suite 100 Chatham NJ 07928	259000	112147.00	62148274	07/07/2025	Nasdaq Stock Market

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/03/2020	IPO	Issuer			259000	03/03/2020	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/15/2025	10326	3924.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/16/2025	61638	20341.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/17/2025	77090	25440.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/22/2025	78049	26537.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/23/2025	89328	30372.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	04/24/2025	68195	21822.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	06/24/2025	231600	81060.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	06/25/2025	138800	45804.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	06/26/2025	213257	70374.81
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	06/27/2025	11043	3754.62

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Passage Bio (PASG) shares are slated for sale in this Form 144?

The filing covers 259,000 common shares.

What is the aggregate market value of the securities to be sold?

The shares are valued at $112,147 based on the market price at the time of filing.

Who is the selling security-holder in the PASG Form 144?

The seller is OrbiMed Private Investments VII, LP.

When is the anticipated sale date for the 259k shares?

The approximate sale date disclosed is 07 / 07 / 2025.

How many shares has OrbiMed sold in the past three months?

The table lists about 979,326 shares sold between 15 April and 27 June 2025.

What percentage of Passage Bio’s outstanding shares does the proposed sale represent?

Roughly 0.42 % of the 62,148,274 shares outstanding.