Passage BIO (PASG) CEO receives 58,000-share stock option grant

Rhea-AI Filing Summary

Passage BIO, Inc. reported that President and CEO William Chou received a grant of employee stock options for 58,000 shares of common stock at an exercise price of $7.64 per share. The options vest in equal monthly installments over 48 months beginning on April 16, 2026 and expire on March 16, 2035. This grant is a compensation award, not an open-market purchase or sale, and leaves Chou holding 58,000 options following the transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chou William

(Last) (First) (Middle)

ONE COMMERCE SQUARE

2005 MARKET STREET, 39TH FLOOR

(Street)

PHILADELPHIA PENNSYLVANIA 19103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Passage BIO, Inc. [ PASG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$7.64	03/16/2026		A		58,000		(1)	03/16/2035	Common Stock	58,000	$0	58,000	D

Explanation of Responses:

1. The stock option vests as to 1/48 of the total shares monthly beginning on April 16, 2026 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

	/s/ Kathleen Borthwick, Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Passage BIO (PASG) report for CEO William Chou?

Passage BIO reported that CEO William Chou received an employee stock option grant for 58,000 shares of common stock. The options are a compensation award, not a market trade, giving him the right to buy shares later at a fixed exercise price.

How large is the stock option grant to Passage BIO (PASG) CEO William Chou?

The grant to CEO William Chou covers 58,000 shares of Passage BIO common stock. These options have a fixed exercise price of $7.64 per share and represent his total option holdings reported following this transaction in the filing.

What are the exercise price and expiration date of William Chou’s Passage BIO (PASG) options?

The employee stock options granted to William Chou have an exercise price of $7.64 per share. They are scheduled to expire on March 16, 2035, giving a long-term window during which he can choose to exercise the options if they vest.

How do the stock options granted to Passage BIO (PASG) CEO William Chou vest?

The stock options vest in 48 equal monthly installments starting April 16, 2026. Vesting continues each month as long as William Chou continues providing service to Passage BIO on each vesting date, until the entire 58,000-share grant is fully vested.

Did Passage BIO (PASG) CEO William Chou buy or sell shares in this Form 4 filing?

The Form 4 shows no open-market buying or selling by William Chou. Instead, he received an employee stock option grant as compensation, giving him rights to acquire 58,000 shares in the future rather than an immediate share purchase or sale.

How many Passage BIO (PASG) options does CEO William Chou hold after this transaction?

After this grant, William Chou is reported as holding 58,000 employee stock options. These options relate to common stock, carry a $7.64 exercise price, and are subject to the four-year monthly vesting schedule and the March 16, 2035 expiration date.