Q32 Bio CFO awarded 53,250 stock units

Q32 Bio Inc. officer Lee Kalowski, its CFO and President, reported an acquisition of 53,250 shares of common stock on July 16, 2026, via a grant of performance-based restricted stock units (PSUs).

Rhea-AI Filing Summary

Q32 Bio Inc. officer Lee Kalowski, its CFO and President, reported an acquisition of 53,250 shares of common stock on July 16, 2026, via a grant of performance-based restricted stock units (PSUs). Each PSU represents a contingent right to one share, and his direct holdings increased to 142,443 shares.

The PSUs were granted on July 6, 2026 and are tied to a performance-based condition linked to the closing of a financing of at least $100,000,000 in gross proceeds on or before December 31, 2026, and a time-based condition under which they vest in equal quarterly installments over three years from July 1, 2026, subject to continued service.

Insider Trade Summary

Grant/Award: 53,250 shares

Grant/Award 1 txn

Insider Kalowski Lee

Role CFO and President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	53,250	$0.00	$0.00

Holdings After Transaction: Common Stock — 142,443 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Issuer common stock underlying performance-based restricted stock units ("PSUs") granted on July 6, 2026, which vested on July 16, 2026 with respect to a performance-based condition, upon achievement of the closing of a financing of at least $100,000,000 in gross proceeds on or before December 31, 2026. Such PSUs are also subject to a time-based condition, which provides that the PSUs shall vest in equal quarterly installments over three years from July 1, 2026, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date. Each PSU represents a contingent right to receive one share of Issuer common stock.

Key Figures

Equity grant: 53,250 shares Holdings after transaction: 142,443 shares Grant price per share: $0.0000 per share +2 more

5 metrics

Equity grant 53,250 shares Shares of common stock underlying PSUs acquired on July 16, 2026

Holdings after transaction 142,443 shares Directly held by Lee Kalowski following the PSU-related award

Grant price per share $0.0000 per share Reported transaction price per share for the PSU-related common stock

Performance financing threshold $100,000,000 Gross proceeds financing level tied to the PSUs’ performance-based condition

Time-based vesting period 3 years PSUs vest in equal quarterly installments over three years from July 1, 2026

Key Terms

performance-based restricted stock units, gross proceeds, time-based condition, contingent right

4 terms

performance-based restricted stock units financial

"Represents shares of Issuer common stock underlying performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

gross proceeds financial

"upon achievement of the closing of a financing of at least $100,000,000 in gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

time-based condition financial

"Such PSUs are also subject to a time-based condition, which provides that the PSUs shall vest"

contingent right financial

"Each PSU represents a contingent right to receive one share of Issuer common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Q32 Bio (QTTB) CFO Lee Kalowski report?

Lee Kalowski reported the acquisition of 53,250 shares of Q32 Bio common stock on July 16, 2026, through performance-based restricted stock units. Each PSU equals one share of common stock, increasing his direct holdings to 142,443 shares after this award.

How many Q32 Bio (QTTB) shares does Lee Kalowski hold after this Form 4?

Following the reported award, Lee Kalowski directly holds 142,443 shares of Q32 Bio common stock. This position reflects the addition of 53,250 shares underlying performance-based restricted stock units acquired on July 16, 2026.

What are the performance conditions on Lee Kalowski’s Q32 Bio (QTTB) PSUs?

The PSUs are linked to a performance-based condition tied to closing a financing of at least $100,000,000 in gross proceeds on or before December 31, 2026. Meeting this financing condition is required in addition to the separate time-based vesting schedule.

How do the time-based vesting terms work for Q32 Bio (QTTB) PSUs granted to Lee Kalowski?

The PSUs are subject to a time-based condition under which they vest in equal quarterly installments over three years starting July 1, 2026. Vesting is contingent on the reporting person’s continued service through each applicable vesting date.

When were the Q32 Bio (QTTB) PSUs to Lee Kalowski granted and how many shares do they cover?

The performance-based restricted stock units were granted on July 6, 2026 and relate to 53,250 shares of Q32 Bio common stock. Each PSU represents a contingent right to receive one share upon satisfaction of both performance and time-based vesting conditions.

Was the Q32 Bio (QTTB) Form 4 transaction under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so this award was not reported as made pursuant to a Rule 10b5-1 trading plan. It reflects a compensation-related grant rather than an open-market trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/20/2026 - 09:25 PM Learn about SEC filing dates

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^*

Kalowski Lee

(Last) (First) (Middle)

Q32 BIO INC.

830 WINTER STREET

(Street)

WALTHAM MASSACHUSETTS 02451

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Q32 Bio Inc. [ QTTB ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026

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
Common Stock	07/16/2026		A(1)		53,250	A	$0	142,443	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

Explanation of Responses:

1. Represents shares of Issuer common stock underlying performance-based restricted stock units ("PSUs") granted on July 6, 2026, which vested on July 16, 2026 with respect to a performance-based condition, upon achievement of the closing of a financing of at least $100,000,000 in gross proceeds on or before December 31, 2026. Such PSUs are also subject to a time-based condition, which provides that the PSUs shall vest in equal quarterly installments over three years from July 1, 2026, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date. Each PSU represents a contingent right to receive one share of Issuer common stock.

	/s/ Eric Bell, Attorney-in-Fact	07/20/2026
	** 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)