REGENXBIO (RGNX) legal chief has 4,700 shares withheld for RSU taxes

Rhea-AI Filing Summary

REGENXBIO Inc. Chief Strategy & Legal Officer Patrick J. Christmas reported a routine tax-related share withholding. On February 1, 2026, 4,700 shares of common stock were withheld at $11.16 per share to cover taxes on vesting restricted stock units. After this transaction, he beneficially owned 210,667 shares of REGENXBIO common stock directly.

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^*

Christmas Patrick J.

(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 Strategy & Legal 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		4,700(1)	D	$11.16	210,667	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	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 Patrick J. Christmas?

REGENXBIO reported that officer Patrick J. Christmas had 4,700 shares of common stock withheld on February 1, 2026. These shares covered taxes due upon vesting of restricted stock units, rather than an open market sale.

How many REGENXBIO (RGNX) shares were withheld for taxes in this Form 4?

A total of 4,700 REGENXBIO common shares were withheld. The footnote explains this withholding was to pay taxes triggered by the vesting of restricted stock units originally granted on August 1, 2024.

At what price were the withheld REGENXBIO (RGNX) shares valued?

The 4,700 withheld shares were valued at $11.16 per share. According to the disclosure, this amount was based on the closing price of REGENXBIO common stock on February 1, 2026, the RSU vesting date.

How many REGENXBIO (RGNX) shares does Patrick J. Christmas own after the transaction?

Following the tax withholding transaction, Patrick J. Christmas beneficially owned 210,667 shares of REGENXBIO common stock. The filing classifies this ownership as direct, meaning the shares are held in his own name.

What role does Patrick J. Christmas hold at REGENXBIO (RGNX)?

Patrick J. Christmas serves as REGENXBIO’s Chief Strategy & Legal Officer. The Form 4 identifies him as an officer of the company, not a director or 10% owner, in connection with this equity-related transaction.

Was the REGENXBIO (RGNX) insider transaction an open market sale?

No, it was not an open market sale. The Form 4 shows transaction code “F,” and the footnote clarifies the 4,700 shares were withheld solely to pay taxes on vesting restricted stock units.