Q32 Bio (QTTB) director reports 16,363-option grant under 2024 plan

Rhea-AI Filing Summary

Q32 Bio Inc. director David S. Grayzel reported a grant of stock options on January 15, 2026 under the company’s 2024 Stock Option and Incentive Plan and non-employee director compensation policy. The award covers 16,363 options with an exercise price of $2.75 per share.

The options vest in four equal quarterly installments on the last day of each calendar quarter, conditioned on his continued service, and were elected in lieu of cash retainer fees. The filing notes the grant was initially omitted due to administrative oversight. Any proceeds from sales of shares issued on exercise will be transferred to Atlas Venture Life Science Advisors, LLC, and Grayzel disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GRAYZEL DAVID S.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	16,363	$2.75	$45K

Holdings After Transaction: Stock Option (Right to Buy) — 16,363 shares (Direct)

Footnotes (1)

1. This option was granted to the Reporting Person, a director of the Issuer pursuant to the 2024 Stock Option and Incentive Plan and pursuant to the Issuer's non-employee director compensation policy. This option shall vest in four equal quarterly installments as of the last date of each calendar quarter subject to the Reporting Person's continued service through such date and represents the Reporting Person's election to receive stock options in lieu of cash retainer fees. Due to administrative oversight this option award initially was not reported. This option was granted to the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon exercise of this option will be transferred to Atlas Venture Life Science Advisors, LLC and as such, the Reporting Person disclaims ownership of such securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any.

Form 4 Insider Transactions: What Each Field Means →

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^*

GRAYZEL DAVID S.

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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

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
Stock Option (Right to Buy)	$3.6	01/15/2026		A		16,363		(1)	01/14/2036	Common Stock	16,363	$2.75(1)	16,363	D(2)

Explanation of Responses:

1. This option was granted to the Reporting Person, a director of the Issuer pursuant to the 2024 Stock Option and Incentive Plan and pursuant to the Issuer's non-employee director compensation policy. This option shall vest in four equal quarterly installments as of the last date of each calendar quarter subject to the Reporting Person's continued service through such date and represents the Reporting Person's election to receive stock options in lieu of cash retainer fees. Due to administrative oversight this option award initially was not reported.

2. This option was granted to the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon exercise of this option will be transferred to Atlas Venture Life Science Advisors, LLC and as such, the Reporting Person disclaims ownership of such securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any.

	/s/ Eric Bell, Attorney-in-Fact	01/30/2026
	** 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 Q32 Bio (QTTB) disclose in this Form 4?

Q32 Bio reported a grant of 16,363 stock options to director David S. Grayzel. The options were awarded under the 2024 Stock Option and Incentive Plan as part of the non-employee director compensation policy, elected in lieu of cash retainer fees.

What are the key terms of David Grayzel’s stock options at Q32 Bio (QTTB)?

The award consists of 16,363 stock options with a $2.75 exercise price per share. The options vest in four equal quarterly installments on the last day of each calendar quarter, subject to Grayzel’s continued service as a director.

Why were these Q32 Bio (QTTB) stock options reported now?

The Form 4 states the option grant was originally missed due to administrative oversight. This filing retroactively reports the January 15, 2026 grant so that the director’s derivative holdings are properly reflected under Section 16 reporting requirements.

How will proceeds from exercising Q32 Bio (QTTB) options be treated?

Any proceeds from sales of Q32 Bio common stock issued upon exercise of these options will be transferred to Atlas Venture Life Science Advisors, LLC. The director disclaims beneficial ownership of the securities except to the extent of any pecuniary interest.

Is David Grayzel’s Q32 Bio (QTTB) option grant a direct or indirect holding?

The filing lists the 16,363 stock options as directly held derivative securities. However, a footnote explains that sale proceeds will go to Atlas Venture Life Science Advisors, LLC and that Grayzel disclaims beneficial ownership except for any pecuniary interest.

When do the Q32 Bio (QTTB) director stock options expire?

The stock options granted to director David S. Grayzel have an expiration date of January 14, 2036. They remain exercisable after vesting until that expiration date, consistent with the long-term incentive structure described in the company’s equity compensation framework.