REGENXBIO (NASDAQ: RGNX) CTO receives RSUs and options grant filing

Rhea-AI Filing Summary

REGENXBIO Inc. reported new equity awards to its Chief Technology Officer, Craig Malzahn. On January 6, 2026, he was granted 65,847 shares of common stock underlying a time-based restricted stock unit (RSU) award at a price of $0.00. These RSUs vest in four equal installments of 25% each on January 6, 2027, 2028, 2029 and 2030, as long as he continues providing service to the company.

On the same date, he also received stock options to purchase 35,402 shares of common stock at an exercise price of $14.18 per share. For this option, 25% of the shares vest after 12 months of continuous service, and the remaining 75% vest in equal monthly installments over the 36 months following January 6, 2027, with an expiration date of January 6, 2036. After these transactions, he beneficially owned 82,194 shares of common stock directly, plus 35,402 stock options.

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^*

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.
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FAQ

What insider transaction did REGENXBIO (RGNX) report in this Form 4?

The filing reports that Chief Technology Officer Craig Malzahn received equity awards on January 6, 2026, including restricted stock units tied to common stock and stock options, all recorded as acquisitions at a price of $0.00 per share.

How many RSUs did the REGENXBIO (RGNX) CTO receive in this filing?

The CTO received 65,847 shares of REGENXBIO common stock underlying a time-based restricted stock unit (RSU) award, which will vest over four years, subject to continued service.

What is the vesting schedule for the REGENXBIO (RGNX) RSU grant?

The RSU grant vests in four equal installments: 25% of the shares on each of January 6, 2027, January 6, 2028, January 6, 2029 and January 6, 2030, provided the recipient continues serving the company.

What stock options were granted to the REGENXBIO (RGNX) CTO and at what price?

The CTO was granted stock options for 35,402 shares of common stock with an exercise price of $14.18 per share. These options are classified as derivative securities in the filing.

How do the REGENXBIO (RGNX) stock options vest for the CTO?

For the option covering 35,402 shares, 25% of the shares vest after 12 months of continuous service, and the remaining shares vest in equal monthly installments over 36 months following January 6, 2027, assuming continued service.

What is the expiration date of the REGENXBIO (RGNX) stock options granted in this Form 4?

The stock options granted to the CTO in this filing have an expiration date of January 6, 2036, as shown in the derivative securities table.

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

Following the reported transactions, the CTO beneficially owned 82,194 shares of common stock directly and held 35,402 stock options, according to the form.