REGENXBIO (RGNX) completes employee option exchange, grants 775,401 replacement options

Rhea-AI Filing Summary

REGENXBIO filed Amendment No. 2 to its Schedule TO reporting final results of an employee Exchange Offer to swap eligible outstanding options for replacement options. The Offer expired July 1, 2026; 184 eligible holders tendered options.

The Company accepted Eligible Options to purchase 1,940,394 shares (≈67.0% of shares underlying Eligible Options). All tendered options were cancelled effective July 2, 2026, and the Company granted Replacement Options to purchase 775,401 shares with an exercise price of $13.28 per share (closing Nasdaq price on July 2, 2026), under the 2025 Equity Incentive Plan.

Insights

Compensation & Equity Plan Analyst

Exchange offer materially reduced legacy option counts and reissued fewer replacement options at market-based strikes.

The exchange accepted options to purchase 1,940,394 shares and issued replacement options to purchase 775,401 shares, indicating the replacement ratio and cancellation mechanics in the Offer to Exchange governed net issuance. The replacement options carry an exercise price of $13.28, the Nasdaq closing price on July 2, 2026.

Key dependencies include the Offer to Exchange vesting terms and the 2025 Equity Incentive Plan. Subsequent filings or plan disclosures would show the vesting schedule and any remaining reserve effects; timing for those disclosures is not stated in the excerpt.

Key Figures

Eligible holders tendered: 184 holders Accepted options (shares underlying): 1,940,394 shares Percent of eligible option shares accepted: 67.0% +2 more

5 metrics

Eligible holders tendered 184 holders Offer expired July 1, 2026

Accepted options (shares underlying) 1,940,394 shares Accepted for exchange under the Offer

Percent of eligible option shares accepted 67.0% Approximately of total shares underlying Eligible Options

Replacement options granted 775,401 shares Granted July 2, 2026 under the 2025 Equity Incentive Plan

Exercise price of Replacement Options $13.28 Closing Nasdaq price on July 2, 2026

Key Terms

Exchange Offer, Replacement Options, Schedule TO, 2025 Equity Incentive Plan

4 terms

Exchange Offer financial

"offer by the Company (the “Exchange Offer”) to certain non-executive employees"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

Replacement Options financial

"the Company granted Replacement Options to purchase 775,401 shares"

Schedule TO regulatory

"Amendment No. 2 to Schedule TO filed by the Company"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

2025 Equity Incentive Plan financial

"granted Replacement Options ... pursuant to the terms of the Offer to Exchange and the 2025 Equity Incentive Plan"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/06/2026 - 08:02 AM Accepted by SEC EDGAR 07/06/2026 - 08:00 AM Learn about SEC filing dates

FAQ

What were the final results of REGENXBIO’s Exchange Offer (RGNX)?

The Exchange Offer expired July 1, 2026, with 184 eligible holders participating. The company accepted options covering 1,940,394 shares and granted replacement options to purchase 775,401 shares on July 2, 2026.

How many replacement options did REGENXBIO grant and at what exercise price?

REGENXBIO granted replacement options to purchase 775,401 shares with an exercise price of $13.28 per share, which was the Nasdaq closing price on July 2, 2026.

What percentage of eligible option shares were accepted in the exchange?

The company accepted Eligible Options representing approximately 67.0% of the total shares underlying Eligible Options tendered into the Exchange Offer, per the Amendment No. 2 disclosure.

When did the cancelled and replacement option actions take effect?

All tendered Eligible Options were cancelled effective July 2, 2026, and on that same day REGENXBIO granted the Replacement Options to participating holders under the Offer terms.

Under which plan were the Replacement Options granted?

The Replacement Options were granted pursuant to the 2025 Equity Incentive Plan, as stated in Amendment No. 2 to the Schedule TO, and are subject to the vesting terms described in the Offer to Exchange.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

(Rule 13a-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

REGENXBIO Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

75901B107

(CUSIP Number of Class of Securities)

Curran Simpson

President and Chief Executive Officer

REGENXBIO Inc.

9804 Medical Center Drive

Rockville, Maryland 20850

(240) 552-8181

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

With Copies to:

Patrick J. Christmas Executive Vice President, Chief Strategy and Legal Officer REGENXBIO Inc. 9804 Medical Center Drive Rockville, Maryland 20850 (240) 552-8181 Kerry Shannon Burke Matthew C. Franker Covington & Burling LLP One CityCenter 850 Tenth Street N.W. Washington, D.C. 20001 (202) 662-6000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐	third party tender offer subject to Rule 14d-1.
☒	Issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 2”), is filed by REGENXBIO Inc., a Delaware corporation (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on June 3, 2026, as amended by Amendment No. 1 on July 1, 2026 (collectively, the “Schedule TO”). The Schedule TO relates to an offer by the Company (the “Exchange Offer”) to certain non-executive employees to exchange some or all of their eligible outstanding options to purchase shares of the Company’s common stock for replacement options to purchase shares of the Company’s common stock, upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for Replacement Options dated June 3, 2026 (the “Offer to Exchange”), included as Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.

This Amendment No. 2 is being made to report the final results of the Exchange Offer. Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO and the exhibits filed therewith remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Offer to Exchange.

Item 4. Terms of the Transaction.

Item 4(a) of the Schedule TO is hereby amended and supplemented to add the following information:

The Offer expired at 11:59 p.m., Eastern Time, on July 1, 2026. A total of 184 Eligible Holders tendered options pursuant to the Offer. Pursuant to the terms and conditions of the Offer, the Company accepted for exchange Eligible Options to purchase a total of 1,940,394 shares of the Company’s common stock, representing approximately 67.0% of the total shares of the Company’s common stock underlying Eligible Options. All tendered Eligible Options were cancelled effective as of July 2, 2026, and on the same day, in exchange therefor, the Company granted Replacement Options to purchase 775,401 shares of the Company’s common stock, pursuant to the terms of the Offer to Exchange and the 2025 Equity Incentive Plan. The exercise price per share of the Replacement Options was $13.28 per share, which was the closing price per share of the Company’s common stock on the Nasdaq Global Select Market on July 2, 2026. The vesting terms of the Replacement Options are described in detail in the Offer to Exchange.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

			REGENXBIO INC.
Date:	July 6, 2026	By:	/s/ Curran Simpson
			President and Chief Executive Officer