Passage Bio Form 144 Flags Continued OrbiMed Share Sales

Rhea-AI Filing Summary

Form 144 filing – Passage Bio, Inc. (PASG)

Investment fund OrbiMed Private Investments VII, LP intends to sell 132,645 common shares through Themis Trading LLC on or about 21 Jul 2025. The indicated aggregate market value is $737,506, implying an average price of roughly $5.56 per share. The block equals about 4.3 % of the 3,120,295 shares outstanding disclosed in the notice.

The same holder has already disposed of 1,142,565 shares in the past three months across 15 transactions, realising total gross proceeds of approximately $702,867. Combining completed and proposed sales, OrbiMed has moved or plans to move roughly 41 % of the reported outstanding share count, signalling an ongoing reduction of its stake that could add selling pressure to PASG shares.

No operational, earnings or strategic updates accompany the notice. The filer represents that it possesses no non-public material adverse information.

Positive

• None.

Negative

• Ongoing share sales by a large holder: 132,645 shares slated for sale after 1.14 m shares already sold within three months, representing roughly 41 % of outstanding shares and signalling sustained selling pressure.

Insights

Securities Analyst

TL;DR: Large shareholder continues heavy selling; potential overhang for PASG.

The Form 144 reveals OrbiMed’s intention to divest another 132.6 k shares after liquidating 1.14 m shares since April. At the disclosed outstanding share base, cumulative sales approach 41 %, suggesting sustained exit momentum. While Form 144s are only notices, persistent volume from a sophisticated healthcare investor may pressure near-term pricing and liquidity. No positive corporate catalysts are provided to offset this supply risk.

Portfolio Manager

TL;DR: Insider supply risk outweighs neutral fundamentals—watch technical support.

Another sizable block scheduled for 21 Jul indicates OrbiMed’s continued distribution. With roughly $1.4 m in combined planned and historical proceeds, the fund appears to be exiting a meaningful position. Given PASG’s small float (≈3.1 m shares reported), the incremental 132 k shares may weigh on price discovery. Absent new corporate data, I categorise the filing as modestly negative and potentially impactful for short-term traders.

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	132645	737506.20	3120295	07/21/2025	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			132645	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	04/22/2025	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
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/07/2025	23960	11500.80
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/08/2025	50700	21801.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/09/2025	57106	25126.64
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/10/2025	127234	50893.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/15/2025	3700	25049.00
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/16/2025	20048	117481.28
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/17/2025	22188	129356.04
OrbiMed Private Investments VII, LP 601 Lexington Ave., 54th Floor New York NY 10022	Common Stock	07/18/2025	7357	41934.90

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 does OrbiMed plan to sell on 21 July 2025?

The Form 144 states a proposed sale of 132,645 common shares.

What is the market value of the planned PASG share sale?

The aggregate market value disclosed is $737,506.20.

How many PASG shares has the seller disposed of in the last three months?

The notice lists prior sales totalling 1,142,565 shares between April and July 2025.

What percentage of PASG’s outstanding shares do the proposed sales represent?

The new 132,645-share block equals roughly 4.3 % of the 3,120,295 shares outstanding.

Does the Form 144 include any operational or earnings updates for Passage Bio?

No. The filing solely concerns proposed share sales and contains no business or earnings information.