[Form 4] Q32 Bio Inc. Insider Trading Activity

Rhea-AI Filing Summary

Q32 Bio Inc. (QTTB) insider sale by CFO/President Lee Kalowski: The filing shows an automatic sale on 08/26/2025 of 4,240 shares of common stock to cover tax withholding from vested restricted stock units, reported at a weighted-average price of $1.801 per share. After the sale the reporting person beneficially owned 49,010 shares, held directly. The filing notes the shares were sold in multiple transactions over two consecutive trading days at per-share prices ranging $1.81–$1.96 and $1.73–$1.83. The form is signed by an attorney-in-fact on 08/28/2025.

Positive

• Timely and detailed disclosure including weighted-average price and price ranges across trading days
• Transaction identified as automatic tax-withholding, indicating non-discretionary sale related to RSU vesting
• Reporting person retains substantial direct ownership of 49,010 shares after the sale

Negative

• Insider sale of 4,240 shares reduces immediate insider share count (though sale was for tax withholding)
• Weighted-average price reported ($1.801) may reflect recent trading at low price levels relative to unspecified historical values

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale by a senior executive; no clear material impact on company fundamentals.

The reported transaction is an automatic sale of 4,240 shares to satisfy tax withholding tied to RSU vesting, reported at a weighted average price of $1.801. Such transactions are common and generally do not signal a change in insider view of company prospects because they were automatic and not discretionary. The insider still holds 49,010 shares directly after the sale, indicating continued ownership alignment with shareholders. Price ranges across two trading days are disclosed, and the filer offers to provide per-price breakdowns on request.

Corporate Governance Expert

TL;DR: Filing demonstrates proper disclosure and documentation of an RSU withholding sale by an officer-director.

The Form 4 documents the officer’s compliance with Section 16 reporting: it identifies the reporting person as CFO and President, flags the transaction as non-discretionary (tax withholding), and provides weighted-average and price-range details for transparency. The signature by an attorney-in-fact and the offer to supply granular price information support procedural completeness. There is no accompanying information of other insider transactions or a change in control that would raise governance concerns.

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 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)

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

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)		4,240	D	$1.801(2)	49,010	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

What did Q32 Bio (QTTB) insider Lee Kalowski sell on 08/26/2025?

The filing reports an automatic sale of 4,240 shares of common stock to cover tax withholding related to vested restricted stock units.

At what price were the QTTB shares sold in the Form 4?

The filing reports a weighted-average price of $1.801 per share, with per-share prices ranging $1.81–$1.96 and $1.73–$1.83 across two trading days.

How many QTTB shares does the reporting person own after the sale?

After the reported transaction the reporting person beneficially owned 49,010 shares (directly).

Why were the shares sold according to the filing?

The sale was to cover tax withholding obligations in connection with the vesting of restricted stock units and was automatic, not discretionary.

Who signed the Form 4 for Lee Kalowski?

The Form 4 is signed by Eric Bell, Attorney-in-Fact on 08/28/2025.