[Form 4] Q32 Bio Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jodie Pope Morrison, who serves as CEO and Director of Q32 Bio Inc. (QTTB), reported the automatic sale of 10,494 shares of common stock to satisfy tax withholding obligations from vested restricted stock units. The sales occurred on 08/26/2025 (deemed execution 08/27/2025) at a weighted average price reported as $1.801, with per-share prices ranging across two trading days from $1.73 to $1.96. Following the transactions, the reporting person beneficially owns 121,506 shares directly. The filing was signed by an attorney-in-fact on 08/28/2025.

Insights

Corporate Governance Expert

TL;DR: Routine, non-discretionary insider sale to cover RSU tax withholdings; not indicative of change in control or governance.

The Form 4 discloses an automatic disposition of 10,494 shares resulting from tax-withholding on vested restricted stock units. Such transactions are common and typically do not reflect management intent to liquidate holdings. Reporting the weighted average price and the range across execution dates provides transparency. The remaining direct ownership of 121,506 shares preserves insider alignment with shareholders, and the filing was executed via attorney-in-fact, which is standard procedural practice.

Securities Analyst

TL;DR: Small, routine sale by CEO to cover taxes; negligible immediate valuation impact on Q32 Bio.

The sale of 10,494 shares at an indicated weighted average price of $1.801 reduces executive holdings modestly relative to the remaining 121,506 shares. The transaction code and explanatory footnote clarify this was for tax withholding tied to RSU vesting and conducted automatically across two trading days. There is no disclosure of additional sales or derivative transactions, and no new issuance or dilution is indicated in this filing.

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^*

Morrison Jodie Pope

(Last) (First) (Middle)

Q32 BIO INC.

830 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025	08/27/2025	S(1)		10,494	D	$1.801(2)	121,506	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 required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. These sales were automatic and not in the discretion of the Reporting Person.

2. The price reported is a weighted average price. The securities were sold in multiple transactions over two consecutive trading days, at per share prices ranging from $1.81 to $1.96 and $1.73 to $1.83, respectively. The Reporting Person undertakes to provide upon request the SEC staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote 2.

	/s/ Eric Bell, Attorney-in-Fact	08/28/2025
	** 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

Who filed the Form 4 for QTTB and what is their role?

The reporting person is Jodie Pope Morrison, who is identified as CEO and Director of Q32 Bio Inc.

How many shares were sold and why were they sold?

The filing reports the sale of 10,494 shares to satisfy tax withholding obligations arising from the vesting of restricted stock units.

What price was reported for the shares sold in the Form 4?

A weighted average price of $1.801 was reported; the per-share sale prices ranged from $1.81 to $1.96 on one day and $1.73 to $1.83 on the next.

When did the transaction occur and when was the Form 4 signed?

The transaction date is 08/26/2025 (deemed execution 08/27/2025), and the Form 4 was signed by the attorney-in-fact on 08/28/2025.

How many shares does the reporting person own after the transaction?

Following the reported transaction, the reporting person beneficially owns 121,506 shares directly.