REGENXBIO (RGNX) CFO awarded RSUs and stock options with multi-year vesting

Rhea-AI Filing Summary

REGENXBIO Inc. reported that its Chief Financial Officer, Mitchell Chan, received new equity awards on January 6, 2026. He was granted 73,749 shares of common stock underlying a time-based restricted stock unit (RSU) award at a grant price of $0.00 per share. These RSUs vest in four equal installments of 25% each on January 6, 2027, January 6, 2028, January 6, 2029 and January 6, 2030, as long as he continues providing service to the company.

Chan also received 39,650 stock options with an exercise price of $14.18 per share, expiring on January 6, 2036. For this option grant, 25% of the shares vest after 12 months of continuous service, with the remaining 75% vesting in equal monthly installments over the 36 months following January 6, 2027. After these reported grants, he directly beneficially owned 127,717 shares of common stock and 39,650 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

OMB APPROVAL

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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^*

Chan Mitchell

(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 Financial 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		73,749(1)	A	$0.00	127,717	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		39,650		(2)	01/06/2036	Common Stock	39,650	$0.00	39,650	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 transactions did REGENXBIO (RGNX) report for the CFO?

The filing shows that Chief Financial Officer Mitchell Chan received 73,749 RSU-based common shares and 39,650 stock options on January 6, 2026, both reported as acquired at a grant price of $0.00 per security.

How do Mitchell Chan’s new RSUs at REGENXBIO (RGNX) vest?

The 73,749 RSU shares vest in four equal installments of 25% each on January 6, 2027, January 6, 2028, January 6, 2029 and January 6, 2030, assuming he continues providing service to REGENXBIO.

What are the key terms of the new REGENXBIO (RGNX) stock options granted to the CFO?

The 39,650 stock options have an exercise price of $14.18 per share and expire on January 6, 2036. 25% of the option shares vest after 12 months of continuous service, and the remaining shares vest in equal monthly installments over the 36 months following January 6, 2027.

How many REGENXBIO (RGNX) shares does the CFO own after these grants?

After the reported transactions, Mitchell Chan directly beneficially owned 127,717 shares of common stock and 39,650 stock options, according to the filing.

Were the REGENXBIO (RGNX) CFO’s equity awards reported as direct or indirect ownership?

Both the 73,749 RSU-based common shares and the 39,650 stock options are reported as direct (D) ownership, with no separate entity listed for indirect beneficial ownership.

Does the REGENXBIO (RGNX) Form 4 indicate any purchase price paid by the CFO for these awards?

The Form 4 lists a transaction price of $0.00 per share for both the 73,749 RSU-based shares and the 39,650 stock options at the time of grant, reflecting compensatory equity awards.