REGENXBIO director granted RSUs and options

REGENXBIO Inc. director Allan M. Fox reported new equity awards and updated indirect holdings.

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Form Type

Rhea-AI Filing Summary

REGENXBIO Inc. director Allan M. Fox reported new equity awards and updated indirect holdings. He received 9,807 shares of common stock as a time-based restricted stock unit grant, with all shares scheduled to vest on May 29, 2027, subject to continuous service.

He was also granted stock options for 46,600 shares at an exercise price of $7.01 per share, vesting on May 29, 2027 and expiring on May 29, 2036. Following these grants, he directly holds 28,861 common shares.

The filing also lists indirect holdings of common stock through entities including Quaker Gray LLC with 1,529,981 shares, HBF Gift Trust LLC with 315,000 shares, AMF Gift Trust LLC with 315,000 shares, and AMF Family Gift Trust LLC with 722,485 shares, with beneficial ownership of these indirect positions disclaimed except for his indirect pecuniary interest.

Insider Trade Summary

Grant/Award: 56,407 shares

Grant/Award 6 txns

Insider Fox Allan M.

Role Director

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

Holdings After Transaction: Stock Options (Right to Buy) — 46,600 contracts (Direct); Common Stock — 28,861 shares (Direct); Common Stock — 722,485 shares (Indirect, By AMF Family Gift Trust LLC); Common Stock — 315,000 shares (Indirect, By AMF Gift Trust LLC); Common Stock — 315,000 shares (Indirect, By HBF Gift Trust LLC); Common Stock — 1,529,981 shares (Indirect, By Quaker Gray LLC)

Footnotes (3)

F1. 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.
F2. The reporting person disclaims beneficial ownership of such shares except to the extent of his indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose
F3. The option will vest on May 29, 2027 subject to the continuous service of the optionee to the Issuer.

Key Figures

RSU grant: 9,807 shares Stock options granted: 46,600 options Option exercise price: $7.01 per share +5 more

8 metrics

RSU grant 9,807 shares Time-based RSU vesting on May 29, 2027

Stock options granted 46,600 options Granted May 29, 2026; vest May 29, 2027

Option exercise price $7.01 per share Stock options on common stock

Option expiration May 29, 2036 Expiration date for 46,600 options

Direct shares after grant 28,861 shares Common stock held directly by Allan M. Fox

Quaker Gray LLC holdings 1,529,981 shares Indirect common stock holding

HBF Gift Trust LLC holdings 315,000 shares Indirect common stock holding

AMF Family Gift Trust LLC holdings 722,485 shares Indirect common stock holding

Key Terms

restricted stock unit award (RSU), pecuniary interest, beneficial ownership, Stock Options (Right to Buy), +1 more

5 terms

restricted stock unit award (RSU) financial

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

pecuniary interest financial

"except to the extent of his indirect pecuniary interest therein"

beneficial ownership regulatory

"shall not be deemed an admission of beneficial ownership of all of the reported shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Stock Options (Right to Buy) financial

"security_title: "Stock Options (Right to Buy)""

indirect ownership financial

"ownership_type: "indirect", nature_of_ownership: "By Quaker Gray LLC""

FAQ

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What did REGENXBIO (RGNX) director Allan M. Fox receive in this Form 4 filing?

Allan M. Fox received new equity awards in REGENXBIO common stock. The filing reports a grant of 9,807 restricted stock units and stock options for 46,600 shares, along with updated direct and indirect common stock holdings across several related entities.

How many RSUs were granted to Allan M. Fox by REGENXBIO (RGNX), and when do they vest?

He was granted 9,807 restricted stock units in REGENXBIO common stock. According to the filing, 100% of the RSU shares will vest on May 29, 2027, provided he maintains continuous service with the company through that vesting date.

What are the terms of the stock options granted to Allan M. Fox by REGENXBIO (RGNX)?

He received stock options covering 46,600 shares of REGENXBIO common stock. The options have an exercise price of $7.01 per share, vest on May 29, 2027, and expire on May 29, 2036, contingent on his continuous service.

How many REGENXBIO (RGNX) shares does Allan M. Fox hold directly after these transactions?

After the reported equity grants, Allan M. Fox directly holds 28,861 shares of REGENXBIO common stock. This figure reflects his direct ownership position, separate from the larger indirect stakes held through LLCs and gift trusts referenced in the filing.

What indirect REGENXBIO (RGNX) holdings are reported for Allan M. Fox in this Form 4?

Indirect holdings include 1,529,981 shares via Quaker Gray LLC, 315,000 shares via HBF Gift Trust LLC, 315,000 shares via AMF Gift Trust LLC, and 722,485 shares via AMF Family Gift Trust LLC, with beneficial ownership disclaimed except for his indirect pecuniary interest.

Does Allan M. Fox buy or sell REGENXBIO (RGNX) shares in this Form 4?

The Form 4 reflects equity grants rather than open-market trades. It reports awards of restricted stock units and stock options to Allan M. Fox, plus updated indirect holdings, without any coded open-market purchases or sales of REGENXBIO common stock.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/02/2026 - 05:15 PM EDT

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^*

Fox Allan M.

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2026		A		9,807⁽¹⁾	A	$0.00	28,861	D
Common Stock								722,485	I	By AMF Family Gift Trust LLC⁽²⁾
Common Stock								315,000	I	By AMF Gift Trust LLC⁽²⁾
Common Stock								315,000	I	By HBF Gift Trust LLC⁽²⁾
Common Stock								1,529,981	I	By Quaker Gray LLC⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$7.01	05/29/2026		A		46,600		05/29/2027⁽³⁾	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 reporting person disclaims beneficial ownership of such shares except to the extent of his indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose

3. 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)

Source: View Original Filing on SEC EDGAR