Passage BIO (PASG) CFO receives stock option grant for 15,610 shares

Rhea-AI Filing Summary

Passage BIO, Inc. reported that CFO Kathleen Borthwick received an employee stock option grant covering 15,610 shares of common stock. The option has an exercise price of $7.64 per share and expires on March 16, 2035.

The award vests as to 1/48 of the total shares each month beginning on April 16, 2026, so long as she continues providing service on each vesting date. Following this grant, she holds stock options for 15,610 shares directly.

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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hours per response:			0.5

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^*

Borthwick Kathleen

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

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		15,610		(1)	03/16/2035	Common Stock	15,610	$0	15,610	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	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 CFO Kathleen Borthwick?

Passage BIO reported that CFO Kathleen Borthwick received an employee stock option grant for 15,610 shares of common stock. This compensation-related award gives her the right to buy shares at a fixed price over time, rather than representing an open-market purchase or sale.

What are the key terms of Kathleen Borthwick’s new stock options at Passage BIO (PASG)?

The grant covers 15,610 shares of Passage BIO common stock with an exercise price of $7.64 per share and an expiration date of March 16, 2035. These terms define the price she must pay and how long she has to exercise the options.

How do Kathleen Borthwick’s Passage BIO (PASG) stock options vest over time?

The stock option vests in equal monthly installments, with 1/48 of the total 15,610 shares vesting each month starting April 16, 2026. Vesting continues until fully vested, provided she remains in service with Passage BIO on each vesting date.

Is the Passage BIO (PASG) Form 4 transaction a market buy or sell of shares?

No, the Form 4 reports a grant of employee stock options to CFO Kathleen Borthwick, not an open-market buy or sell. It is a compensation-related acquisition giving her rights to purchase shares at $7.64, subject to vesting and future exercise decisions.

How many Passage BIO (PASG) options does Kathleen Borthwick hold after this grant?

After the reported transaction, Kathleen Borthwick holds stock options representing 15,610 shares of Passage BIO common stock directly. This figure reflects the total option position shown in the Form 4 following the award, all subject to the grant’s vesting schedule and terms.