REGENXBIO Inc. (RGNX) CMO withholds 5,267 shares to cover taxes

Rhea-AI Filing Summary

REGENXBIO Inc. Chief Medical Officer reports tax share withholding. On February 1, 2026, 5,267 shares of REGENXBIO common stock were withheld at $11.16 per share to cover taxes due on the vesting of restricted stock units originally granted on August 1, 2024.

After this transaction, the reporting officer directly beneficially owned 253,050 shares of REGENXBIO common stock. The transaction was coded "F," indicating a tax-related withholding tied to equity compensation rather than an open-market trade.

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

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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^*

PAKOLA STEVE

(Last) (First) (Middle)

C/O REGENXBIO INC.

9804 MEDICAL CENTER DRIVE

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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
Common Stock	02/01/2026		F		5,267(1)	D	$11.16	253,050	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 of common stock withheld to pay taxes upon the vesting of restricted stock units originally granted to the reporting person on August 1, 2024. The number of shares withheld was determined based on the closing price of the issuer's common stock on February 1, 2026.

Remarks:

	/s/ Patrick J. Christmas as attorney-in-fact	02/03/2026
	** 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 REGENXBIO (RGNX) report for February 1, 2026?

REGENXBIO reported an insider transaction where 5,267 common shares were withheld on February 1, 2026 to pay taxes on vesting restricted stock units, at $11.16 per share. This left the reporting officer holding 253,050 shares directly.

Who is the insider in the February 2026 REGENXBIO (RGNX) Form 4 filing?

The insider is Steve Pakola, Chief Medical Officer of REGENXBIO Inc. The Form 4 shows a tax-related withholding of 5,267 shares tied to vested restricted stock units, with his direct beneficial ownership reported at 253,050 common shares after the transaction.

Was the REGENXBIO (RGNX) Form 4 transaction an open-market sale?

No, the Form 4 describes 5,267 shares as withheld to pay taxes upon vesting of restricted stock units granted August 1, 2024. The transaction code “F” and footnote confirm it was a tax withholding event, not a discretionary open-market share sale.

How many REGENXBIO (RGNX) shares does the insider own after the tax withholding?

Following the February 1, 2026 tax withholding of 5,267 shares, the reporting Chief Medical Officer is shown as directly beneficially owning 253,050 shares of REGENXBIO common stock. This figure reflects his holdings immediately after the reported Form 4 transaction.

What price was used for the REGENXBIO (RGNX) tax withholding shares?

The number of shares withheld for taxes, 5,267 in total, was determined using the closing price of REGENXBIO’s common stock on February 1, 2026. The Form 4 lists a transaction price of $11.16 per share for this withholding event.