[Form 4] REGENXBIO Inc. Insider Trading Activity

Rhea-AI Filing Summary

REGENXBIO Inc. director Jennifer Zachary reported equity awards from the company. She received 9,807 shares of common stock in the form of a time-based restricted stock unit award that will fully vest on May 29, 2027, subject to continued service. Following this grant, she directly holds 31,871 common shares. She was also granted stock options covering 46,600 shares of common stock at an exercise price of $7.01 per share, which will vest on May 29, 2027 and expire on May 29, 2036.

Insights

Equity compensation analyst

Filing shows routine director equity grants, not open-market buying.

Director Jennifer Zachary received two compensation-related awards from REGENXBIO Inc.: 9,807 time-based RSUs and options on 46,600 shares at $7.01 per share. Both awards vest on May 29, 2027, contingent on continued service.

These are non-cash grants with no open-market transactions, so they do not signal discretionary buying or selling. After the RSU grant, she directly owns 31,871 common shares. There are no remaining unlisted derivative positions in this filing, suggesting this award is additive to her existing holdings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zachary Jennifer

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy)	46,600	$0.00	--
Grant/Award	Common Stock	9,807	$0.00	--

Holdings After Transaction: Stock Options (Right to Buy) — 46,600 shares (Direct, null); Common Stock — 31,871 shares (Direct, null)

Footnotes (1)

1. Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 100% of the shares subject to this RSU will vest on May 29, 2027 subject to the continuous service of the recipient to the Issuer. The option will vest on May 29, 2027 subject to the continuous service of the optionee to the Issuer.

Key Figures

RSU shares granted: 9,807 shares Stock options granted: 46,600 options Option exercise price: $7.01 per share +2 more

5 metrics

RSU shares granted 9,807 shares Time-based restricted stock unit award vesting May 29, 2027

Stock options granted 46,600 options Options on common stock granted May 29, 2026

Option exercise price $7.01 per share Exercise price for 46,600 stock options

Common shares after grant 31,871 shares Direct common stock ownership following RSU grant

Option vesting date May 29, 2027 Vesting date for RSUs and stock options

Key Terms

restricted stock unit, Stock Options (Right to Buy), exercise price, expiration date

4 terms

restricted stock unit financial

"Represents shares of common stock underlying a time-based restricted stock unit award (RSU)."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Stock Options (Right to Buy) financial

"Stock Options (Right to Buy) with 46,600.0000 shares and a $7.0100 price."

exercise price financial

"conversion_or_exercise_price: "7.0100" for the stock option grant."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

expiration date financial

"expiration_date: "2036-05-29T00:00:00.000Z" for the option award."

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

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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^*

Zachary Jennifer

(Last) (First) (Middle)

C/O REGENXBIO INC.

9804 MEDICAL CENTER DRIVE

(Street)

ROCKVILLE MARYLAND 20850

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
REGENXBIO Inc. [ RGNX ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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	05/29/2026		A		9,807(1)	A	$0.00	31,871	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
Stock Options (Right to Buy)	$7.01	05/29/2026		A		46,600		05/29/2027(2)	05/29/2036	Common Stock	46,600	$0.00	46,600	D

Explanation of Responses:

1. Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 100% of the shares subject to this RSU will vest on May 29, 2027 subject to the continuous service of the recipient to the Issuer.

2. The option will vest on May 29, 2027 subject to the continuous service of the optionee to the Issuer.

Remarks:

	/s/ Patrick J. Christmas as attorney-in-fact	06/02/2026
	** 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)