REGENXBIO (NASDAQ: RGNX) agrees $10M settlement payment to GSK

Rhea-AI Filing Summary

REGENXBIO Inc. entered into a Settlement and Release Agreement with GlaxoSmithKline LLC to resolve a dispute related to their 2009 license sublicensing arrangement. Under the agreement, REGENXBIO will pay $10.0 million to GSK within three business days of the agreement’s effective date for alleged underpayment of sublicense fees on amounts received from sublicensees, including royalties. The parties are granting each other mutual releases for all past claims connected to the sublicense and certain specified future claims, while REGENXBIO will continue paying GSK under existing sublicense agreements using its current allocation methodology.

Insights

Biotech equity analyst

REGENXBIO settles a license fee dispute with a one-time $10M payment to GSK.

REGENXBIO has agreed to pay $10.0 million to GSK to settle mediation over alleged underpaid sublicense fees tied to a 2009 license. This is a defined cash outflow but also removes uncertainty around past payment obligations.

The settlement provides mutual releases for all past claims and certain specified future claims related to the sublicense, which may reduce legal and operational distraction. Importantly, REGENXBIO will keep using its existing allocation methodology for ongoing payments from current sublicense agreements.

Investors can look to REGENXBIO’s Form 10-Q for the quarter ending March 31, 2026, where the company intends to file the full Settlement Agreement text, for more detail on future-claim scope and accounting treatment of the $10.0 million payment.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2026

REGENXBIO Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-37553	47-1851754
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
9804 Medical Center Drive
Rockville, Maryland				20850
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (240) 552-8181

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		RGNX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On March 18, 2026, REGENXBIO Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with GlaxoSmithKline LLC (“GSK”) to resolve non-binding mediation related to the License Agreement dated March 6, 2009, as amended on April 15, 2009, between GSK and the Company (as amended, the “GSK-REGENXBIO Sublicense”).

As previously disclosed, the Company was notified of a dispute with GSK over the amount of sublicense fees paid by the Company to GSK under the GSK-REGENXBIO Sublicense. Pursuant to the terms of the Settlement Agreement, the Company will make a payment of $10.0 million to GSK within three business days of the Settlement Agreement effective date for alleged underpayment of sublicense fees on amounts received by the Company from sublicensees, including royalties.

The Settlement Agreement includes mutual releases of (a) all past claims arising out of or related to the GSK-REGENXBIO Sublicense and (b) certain specified types of future claims arising out of or related to the GSK-REGENXBIO Sublicense. The Company will continue to pay GSK amounts received from sublicensees pursuant to existing sublicense agreements, utilizing the Company’s existing allocation methodology.

The foregoing description of the terms of the Settlement Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement. The Company intends to file a copy of the Settlement Agreement with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			REGENXBIO INC.
Date:	March 20, 2026	By:	/s/ Patrick J. Christmas II
			Patrick J. Christmas II Executive Vice President, Chief Strategy & Legal Officer

FAQ

What agreement did REGENXBIO (RGNX) enter into with GSK?

REGENXBIO entered a Settlement and Release Agreement with GSK to resolve a dispute related to their 2009 license sublicensing arrangement. The deal settles mediation over alleged underpayment of sublicense fees tied to amounts REGENXBIO received from its sublicensees, including royalty payments.

How much will REGENXBIO (RGNX) pay GSK under the settlement?

REGENXBIO will pay GSK $10.0 million under the Settlement and Release Agreement. The payment is due within three business days of the agreement’s effective date and is described as covering alleged underpayment of sublicense fees on amounts received from sublicensees, including royalties.

What claims are released in the REGENXBIO (RGNX) and GSK settlement?

The settlement includes mutual releases of past and certain future claims related to the GSK‑REGENXBIO sublicense. It covers all past claims and specific types of future claims arising out of or related to that sublicense, helping both parties clarify and limit future disputes under the arrangement.

Will REGENXBIO (RGNX) change how it pays GSK going forward?

REGENXBIO will continue using its existing allocation methodology for payments to GSK. The company will keep paying amounts it receives from sublicensees under existing agreements as before, indicating that the settlement focuses on resolving past alleged underpayments rather than changing the ongoing payment structure.

Where will investors find the full REGENXBIO (RGNX) and GSK Settlement Agreement?

REGENXBIO plans to file the full Settlement Agreement as an exhibit to its Quarterly Report on Form 10‑Q for the quarter ending March 31, 2026. That filing should provide complete contractual details beyond the high-level summary currently disclosed.

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