Passage BIO (PASG) director Sandip Kapadia awarded 10,539 stock options at $5.08

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Passage BIO director Sandip Kapadia received a new stock option grant. On May 19, 2026, he was granted options to acquire 10,539 shares of Passage BIO common stock at an exercise price of $5.08 per share, with no cash paid for the grant itself.

The options vest in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 Annual Meeting, as long as he remains in continuous service. Following this award, Kapadia holds 10,539 director stock options directly, all expiring on May 19, 2036.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kapadia Sandip

Role null

Type	Security	Shares	Price	Value
Grant/Award	Director Stock Option (right to buy)	10,539	$0.00	--

Holdings After Transaction: Director Stock Option (right to buy) — 10,539 shares (Direct, null)

Footnotes (1)

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Key Figures

Option grant size: 10,539 options Exercise price: $5.08 per share Expiration date: May 19, 2036 +2 more

5 metrics

Option grant size 10,539 options Director stock option award on May 19, 2026

Exercise price $5.08 per share Exercise price for 10,539 options

Expiration date May 19, 2036 Option term for director grant

Post-grant holdings 10,539 options Total derivative securities following transaction

Vesting trigger 1 year or 2027 Annual Meeting Earlier of one year after grant or 2027 meeting

Key Terms

Director Stock Option, exercise price, vesting, Annual Meeting, +1 more

5 terms

Director Stock Option financial

"Director Stock Option (right to buy)"

exercise price financial

"conversion_or_exercise_price: 5.0800"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"The stock option vests in full on the earlier of: (i) the one year anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Annual Meeting financial

"the date of the issuer's 2027 Annual Meeting of its stockholders"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:12 PM

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^*

Kapadia Sandip

(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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$5.08	05/19/2026		A		10,539		⁽¹⁾	05/19/2036	Common Stock	10,539	$0	10,539	D

Explanation of Responses:

1. The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date.

	/s/ Kathleen Borthwick, Attorney-in-Fact	05/21/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What stock options did Passage BIO (PASG) director Sandip Kapadia receive?

Sandip Kapadia received director stock options for 10,539 shares of Passage BIO common stock. These options give him the right to buy shares at a fixed $5.08 exercise price before they expire in 2036, subject to vesting conditions.

When do Sandip Kapadia’s new Passage BIO (PASG) options vest?

The options vest in full on the earlier of one year after the May 19, 2026 grant date or the company’s 2027 Annual Meeting. Vesting requires his continuous service to Passage BIO through the applicable vesting date under the grant terms.

What is the exercise price and expiration of Kapadia’s Passage BIO (PASG) options?

The director stock options have a $5.08 per share exercise price and expire on May 19, 2036. This means he can buy up to 10,539 Passage BIO shares at $5.08 any time after vesting and before the 2036 expiration date.

How many Passage BIO (PASG) options does Sandip Kapadia hold after this Form 4?

After this grant, Sandip Kapadia holds 10,539 director stock options directly. The Form 4 shows this as his total options following the transaction, all tied to this single award that is subject to vesting and 2036 expiration.

Is Sandip Kapadia’s Passage BIO (PASG) Form 4 a stock purchase or a grant?

The Form 4 reports a grant of director stock options, not an open-market stock purchase. The transaction code is “A,” indicating a grant or award acquisition with no purchase price, but with a $5.08 exercise price for future share purchases.