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REGENXBIO (NASDAQ: RGNX) CTO gets equity grants after January 2026 awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

REGENXBIO Inc. Chief Technology Officer Craig Malzahn reported new equity awards. On January 6, 2026, he was granted 65,847 shares of common stock for $0.00 per share, representing a restricted stock unit award. According to the terms, 25% of these RSUs will vest on each of January 6, 2027, January 6, 2028, January 6, 2029 and January 6, 2030, as long as he continues to provide service to the company.

After this grant, he beneficially owned 82,194 shares of common stock directly. He also received stock options to purchase 35,402 shares of common stock at an exercise price of $14.18 per share, expiring January 6, 2036. For this option, 25% of the shares will vest after 12 months of continuous service, with the remaining shares vesting in equal monthly installments over the 36 months following January 6, 2027.

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Insider Malzahn Craig
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Stock Options (Right to buy) 35,402 $0.00 --
Grant/Award Common Stock 65,847 $0.00 --
Holdings After Transaction: Stock Options (Right to buy) — 35,402 shares (Direct); Common Stock — 82,194 shares (Direct)
Footnotes (1)
  1. Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 25% of the shares subject to this RSU will vest on each of January 6, 2027, January 6, 2028, January 6, 2029 and January 6, 2030 while the recipient provides continuous service to the Issuer. 25% of the shares subject to this option shall vest after 12 months of continuous service with the Issuer. The balance will vest in equal monthly installments over the 36 months following January 6, 2027 while the optionee provides continuous service to the Issuer.
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*
Malzahn Craig

(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 Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026
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 01/06/2026 A 65,847(1) A $0.00 82,194 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) $14.18 01/06/2026 A 35,402 (2) 01/06/2036 Common Stock 35,402 $0.00 35,402 D
Explanation of Responses:
1. Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 25% of the shares subject to this RSU will vest on each of January 6, 2027, January 6, 2028, January 6, 2029 and January 6, 2030 while the recipient provides continuous service to the Issuer.
2. 25% of the shares subject to this option shall vest after 12 months of continuous service with the Issuer. The balance will vest in equal monthly installments over the 36 months following January 6, 2027 while the optionee provides continuous service to the Issuer.
Remarks:
/s/ Patrick J. Christmas as attorney-in-fact 01/08/2026
** 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 transactions were reported for RGNX Chief Technology Officer Craig Malzahn?

Craig Malzahn reported two equity awards on January 6, 2026: a grant of 65,847 shares of common stock at $0.00 per share through restricted stock units and a grant of stock options for 35,402 shares with an exercise price of $14.18 per share.

How many REGENXBIO (RGNX) shares does the CTO own after these transactions?

Following the reported RSU grant, Craig Malzahn beneficially owned 82,194 shares of REGENXBIO common stock directly. He also held 35,402 stock options after the option grant.

What are the vesting terms for Craig Malzahn’s RSU award at RGNX?

The 65,847 RSU-based shares will vest in four equal installments of 25% each on January 6, 2027, January 6, 2028, January 6, 2029 and January 6, 2030, subject to his continuous service with REGENXBIO.

What are the vesting terms of the REGENXBIO stock options granted to the CTO?

The option for 35,402 shares at an exercise price of $14.18 vests 25% after 12 months of continuous service, with the remaining 75% vesting in equal monthly installments over 36 months following January 6, 2027, if he continues in service.

When do the newly granted REGENXBIO stock options expire?

The stock options granted to Craig Malzahn on January 6, 2026 are scheduled to expire on January 6, 2036, if not exercised earlier under their terms.

Is Craig Malzahn considered an officer or director of REGENXBIO in this filing?

In this Form 4, Craig Malzahn is identified as an officer of REGENXBIO Inc., serving as the company’s Chief Technology Officer, and is not listed as a director or 10% owner.