How is Passage Bio’s restructuring related to its strategic alternatives review?

The restructuring, including the 75% workforce reduction, is described as part of Passage Bio’s previously announced efforts to review strategic alternatives. The company’s goal is to maximize shareholder value while lowering operating expenses, although no specific strategic transaction is detailed.

Passage Bio (NASDAQ: PASG) slashes workforce by 75% in 2026 restructuring

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Passage Bio, Inc. is launching a major restructuring as it continues to review strategic alternatives to maximize shareholder value. The company plans to cut its workforce by approximately 75% under a formal Restructuring Plan aimed at lowering operating expenses.

The restructuring is expected to be substantially complete in the second and third quarters of 2026. Impacted employees will be eligible for severance benefits, contingent on signing a severance agreement that includes a general release of claims. Passage Bio estimates aggregate severance and exit costs of about $3.3 million, primarily recorded in the second quarter of 2026, while cautioning that actual costs could differ and that additional expenses may arise from the restructuring and ongoing strategic review.

Positive

None.

Negative

Workforce reduction of approximately 75% indicates substantial downsizing of operations and potential contraction of the company’s development and support activities.
Restructuring linked to strategic alternatives underscores elevated uncertainty about Passage Bio’s long‑term structure, including the possibility of significant business changes or transactions.
Estimated $3.3 million in severance and exit costs will largely impact results in Q2 2026, with the company warning that actual costs could differ and additional expenses may arise.

Insights

Passage Bio is undertaking a deep 75% headcount cut with modest near-term cash costs.

Passage Bio announced a Restructuring Plan tied to its review of strategic alternatives, reducing its workforce by approximately 75%. Management expects about $3.3 million in severance and exit costs, largely recognized in Q2 2026, as it seeks to decrease operating expenses.

Such a dramatic reduction signals a major shift in operations and likely pipeline or platform scaling, although specific program impacts are not detailed. The company notes that costs are based on assumptions and may differ materially, and that additional expenses could result from the restructuring or strategic review.

For investors, the filing highlights significant organizational downsizing with relatively limited quantified restructuring charges. Future company reports may clarify how the reduced workforce and any resulting strategic transaction affect Passage Bio’s remaining programs, cash runway and long-term positioning.

8-K Event Classification

Item 2.05 — Costs Associated with Exit or Disposal Activities

1 item

Item 2.05 Costs Associated with Exit or Disposal Activities Financial

The company committed to an exit plan involving layoffs, facility closures, or restructuring charges.

Key Figures

Severance and exit costs: $3.3 million Workforce reduction: Approximately 75% Restructuring completion window: Q2–Q3 2026 +1 more

4 metrics

Severance and exit costs $3.3 million Estimated aggregate cost for Restructuring Plan, primarily in Q2 2026

Workforce reduction Approximately 75% Planned reduction in company workforce under Restructuring Plan

Restructuring completion window Q2–Q3 2026 Implementation of Restructuring Plan expected to be substantially complete

Form type Form 8-K Current report describing restructuring and related costs

Key Terms

Restructuring Plan, strategic alternatives, severance benefits, general release of claims, +2 more

6 terms

Restructuring Plan financial

"announced a restructuring of its workforce (the “Restructuring Plan”) to decrease its operating expenses"

A restructuring plan is a company’s roadmap for reorganizing its operations, debts, or assets to improve financial health and efficiency; think of it as rewriting a household budget and chores when income changes. Investors care because the plan can affect a company’s ability to repay loans, generate profits, and sustain growth—successful restructuring can restore value, while a poorly executed one can signal continued trouble or reduced returns.

strategic alternatives financial

"previously announced efforts to review strategic alternatives to maximize shareholder value"

Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

severance benefits financial

"Impacted employees are eligible to receive severance benefits"

general release of claims regulatory

"includes a general release of claims against the Company"

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor provisions regulatory

"within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995"

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

Understanding 8-K Material Events →

04/28/2026 - 07:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2026

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39231	82-2729751
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Commerce Square
2005 Market Street, 39th Floor
Philadelphia, PA 19103

(Address of principal executive offices) (Zip Code)

(267) 866-0311

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share	PASG	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 2.05 Costs Associated with Exit or Disposal Activities.

As part of its previously announced efforts to review strategic alternatives to maximize shareholder value, on April 28, 2026, Passage Bio, Inc. (the “Company”) announced a restructuring of its workforce (the “Restructuring Plan”) to decrease its operating expenses by reducing the workforce by approximately 75%.

The implementation of the Restructuring Plan should be substantially complete in the second and third quarters of 2026. Impacted employees are eligible to receive severance benefits. These severance benefits are contingent upon an impacted employee’s execution (and non-revocation) of a severance agreement, which includes a general release of claims against the Company.

The Company expects that the aggregate severance and exit costs for the Restructuring Plan will be approximately $3.3 million, which will be recorded primarily in the second quarter of 2026. The cost that the Company expects to incur in connection with the Restructuring Plan is subject to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Restructuring Plan as well as the Company’s review of strategic alternatives.

Forward-Looking Statements

This current report contains “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995, including, but not limited to: statements related to the expected costs associated with termination benefits and the financial impact of the restructuring and the reduction in workforce, our evaluation of strategic alternatives, and the entry into or completion of any strategic alternative transaction,. These forward-looking statements may be accompanied by such words as “aim,” “anticipate,” “believe,” “continue,” “could,” “should,” “target,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “possible,” “will,” “would,” and other words and terms of similar meaning. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including: uncertainties inherent in strategic review processes, such as the risk that no suitable strategic alternative will be identified or consummated; and the other risks and uncertainties that are described in the Risk Factors section in documents the company files from time to time with the Securities and Exchange Commission (SEC), and other reports as filed with the SEC. Passage Bio undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

SIGNATURE

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 hereunto duly authorized.

	PASSAGE BIO, INC.

Date: April 28, 2026	By:	/s/ Kathleen Borthwick
	Kathleen Borthwick
	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What restructuring did Passage Bio (PASG) announce on April 28, 2026?

Passage Bio announced a major workforce restructuring, planning to reduce headcount by approximately 75%. The Restructuring Plan is part of an ongoing review of strategic alternatives intended to maximize shareholder value and significantly lower the company’s operating expenses.

How much will Passage Bio’s restructuring cost and when will it be recorded?

Passage Bio expects aggregate severance and exit costs of about $3.3 million from the Restructuring Plan. These costs are expected to be recorded primarily in the second quarter of 2026, though actual amounts may differ and additional expenses could emerge.

When will Passage Bio’s workforce reduction be substantially complete?

The company expects implementation of the Restructuring Plan, including the approximately 75% workforce reduction, to be substantially complete during the second and third quarters of 2026. This timeframe covers planning, notifications and the primary recognition of related severance and exit costs.

What severance benefits will impacted Passage Bio employees receive?

Impacted Passage Bio employees are eligible for severance benefits, but only if they sign and do not revoke a severance agreement. That agreement includes a general release of claims against the company, which is a standard legal condition for receiving termination-related payments.

Does Passage Bio warn about uncertainties in the restructuring outcomes?

Yes. Passage Bio notes that expected restructuring costs rely on assumptions and actual results may differ materially. It also cautions that it may incur additional costs connected to the Restructuring Plan and its ongoing review of strategic alternatives, emphasizing significant forward‑looking uncertainty.

Filing Exhibits & Attachments

3 documents