Passage BIO (PASG) CEO reports RSU vesting and tax-related share sale

Rhea-AI Filing Summary

Passage BIO, Inc. reported an insider equity transaction by President and CEO William Chou. On January 8, 2026, 10,000 restricted stock units converted into an equal number of common shares at an exercise price of $0. In connection with this vesting, 4,076 common shares were sold at a weighted average price of $18.4394 per share as part of an issuer-mandated "sell to cover" transaction to satisfy tax withholding obligations, rather than a discretionary sale.

After these transactions, Chou directly held 6,524 common shares and 10,000 RSUs. The RSUs vest in two equal installments, with 50% scheduled to vest on January 8, 2026 and the remaining 50% on January 8, 2027, subject to continued service with Passage BIO.

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

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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 PA 19103

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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

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

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

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
Common Stock	01/08/2026		M		10,000	A	(1)	10,600(2)	D
Common Stock	01/08/2026		S(3)		4,076	D	$18.4394(4)	6,524	D

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
Restricted Stock Unit	(1)	01/08/2026		M			10,000	(5)	(5)	Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. Includes 200 shares acquired on May 16, 2024, 200 shares acquired on May 15, 2025 and 200 shares acquired on November 15, 2025 under the 2020 Employee Stock Purchase Plan.

3. The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs; it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction.

4. The reported price in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer in multiple transactions at prices ranging from $18.13 to $19.3061 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 with regard to the block trade.

5. 50% of the total RSUs will vest on January 8, 2026 and the remaining 50% of the RSUs will vest on January 8, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

	/s/ William Chou	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PASG CEO William Chou report?

William Chou reported the conversion of 10,000 RSUs into common stock at an exercise price of $0, plus a related sale of common shares to cover taxes.

How many Passage BIO (PASG) shares did the CEO sell and at what price?

The CEO sold 4,076 common shares at a weighted average price of $18.4394 per share as part of a block trade.

Was the PASG CEO’s sale a discretionary trade?

No. The filing states the sale was an issuer-mandated "sell to cover" transaction to fund tax withholding on RSU vesting, not a discretionary trade.

How many Passage BIO shares does the CEO hold after this Form 4?

Following the reported transactions, the CEO directly held 6,524 common shares and 10,000 RSUs.

What is the vesting schedule of the CEO’s RSUs at PASG?

According to the filing, 50% of the total RSUs vest on January 8, 2026 and the remaining 50% on January 8, 2027, subject to continued service.

How do the RSUs reported by the PASG CEO convert into common stock?

The filing explains that restricted stock units convert into Passage BIO common stock on a one-for-one basis.