Passage Bio (NASDAQ: PASG) CFO reports RSU vesting and tax sale on Form 4

Rhea-AI Filing Summary

Passage BIO, Inc. CFO Kathleen Borthwick reported the vesting of equity awards and an associated tax sale. On January 8, 2026, 5,000 restricted stock units converted into common stock at an exercise price of $0, reflecting previously granted compensation.

On the same date, she sold 2,062 shares of common stock at a weighted average price of $18.4394 per share, in an issuer-mandated “sell to cover” transaction to satisfy tax withholding obligations tied to the RSU vesting. The price for these shares came from multiple trades between $18.13 and $19.3061 per share. After these transactions, she directly held 5,402 shares of common stock and 5,000 RSUs.

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
Estimated average burden
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 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)

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

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		5,000	A	(1)	7,464(2)	D
Common Stock	01/08/2026		S(3)		2,062	D	$18.4394(4)	5,402	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			5,000	(5)	(5)	Common Stock	5,000	$0	5,000	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 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/ Kathleen Borthwick	01/12/2026
	** 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.

FAQ

What insider transaction did Passage BIO (PASG) report for its CFO?

Passage BIO, Inc. (PASG) reported that CFO Kathleen Borthwick had 5,000 restricted stock units convert into common stock and sold 2,062 shares in a related tax-withholding transaction on January 8, 2026.

How many Passage BIO (PASG) RSUs vested or converted in this Form 4?

The Form 4 shows that 5,000 restricted stock units (RSUs) converted into Passage BIO common stock at an exercise price of $0, consistent with equity compensation vesting.

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

CFO Kathleen Borthwick sold 2,062 shares of Passage BIO common stock at a weighted average price of $18.4394 per share, with individual trade prices ranging from $18.13 to $19.3061 per share.

Was the Passage BIO (PASG) CFO’s share sale a discretionary trade?

No. The filing states the sale was an issuer-mandated “sell to cover” transaction to satisfy tax withholding obligations arising from the vesting and settlement of RSUs, and was not a discretionary trade by the CFO.

How many Passage BIO (PASG) shares does the CFO hold after the reported transactions?

After the reported transactions, CFO Kathleen Borthwick directly held 5,402 shares of Passage BIO common stock and 5,000 RSUs, according to the Form 4.

What is the vesting schedule mentioned for the Passage BIO (PASG) RSUs?

The footnotes state that 50% of the total RSUs vest on January 8, 2026 and the remaining 50% vest on January 8, 2027, subject to the CFO’s continued service on each vesting date.