Passage BIO (PASG) awards 10,539 options to director at $5.08

Rhea-AI Filing Summary

Passage BIO, Inc. director Athena Countouriotis received a grant of stock options covering 10,539 shares of common stock. The options have an exercise price of $5.0800 per share and expire on May 19, 2036.

The option vests in full on the earlier of the one-year anniversary of the grant date or the company’s 2027 Annual Meeting of stockholders, as long as she continues serving the company through that date. After this grant, she holds 10,539 options directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Countouriotis Athena

Role null

Type	Security	Shares	Price	Value
Grant/Award	Director Stock Option (right to buy)	10,539	$0.00	--

Holdings After Transaction: Director Stock Option (right to buy) — 10,539 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Options granted: 10,539 options Exercise price: $5.0800 per share Underlying shares: 10,539 shares +2 more

5 metrics

Options granted 10,539 options Director stock option grant on May 19, 2026

Exercise price $5.0800 per share Strike price for the director stock option

Underlying shares 10,539 shares Common stock underlying the option award

Expiration date May 19, 2036 Option term end for director grant

Post-grant options held 10,539 options Total derivative holdings following this transaction

Key Terms

Director Stock Option (right to buy), Grant, award, or other acquisition, exercise price, Annual Meeting of its stockholders

4 terms

Director Stock Option (right to buy) financial

"security_title: Director Stock Option (right to buy)"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

exercise price financial

"conversion_or_exercise_price: 5.0800"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Annual Meeting of its stockholders financial

"the date of the issuer's 2027 Annual Meeting of its stockholders"

Form 4 Insider Transactions: What Each Field Means →

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^*

Countouriotis Athena

(Last) (First) (Middle)

ONE COMMERCE SQUARE

2005 MARKET STREET, 39TH FLOOR

(Street)

PHILADELPHIA PENNSYLVANIA 19103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Passage BIO, Inc. [ PASG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Director Stock Option (right to buy)	$5.08	05/19/2026		A		10,539		(1)	05/19/2036	Common Stock	10,539	$0	10,539	D

Explanation of Responses:

1. The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date.

	/s/ Kathleen Borthwick, Attorney-in-Fact	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Passage BIO (PASG) director Athena Countouriotis receive in this Form 4?

Athena Countouriotis received a stock option grant for 10,539 shares of Passage BIO common stock. The option is a compensation award, not an open-market purchase or sale, and represents a new derivative position for the director.

What is the exercise price and term of the new Passage BIO (PASG) stock options?

The granted options have an exercise price of $5.0800 per share and expire on May 19, 2036. This gives the director the right to buy Passage BIO common shares at that price until the expiration date.

When do Athena Countouriotis’s Passage BIO (PASG) options vest?

The option vests in full on the earlier of the one-year anniversary of the May 19, 2026 grant date or the company’s 2027 Annual Meeting. Vesting requires her continuous service to Passage BIO through the applicable vesting date.

How many Passage BIO (PASG) options does the director hold after this transaction?

Following this grant, the Form 4 shows the director holding 10,539 stock options directly. These options are linked to 10,539 underlying shares of common stock and represent her reported derivative position from this specific filing.

Is this Passage BIO (PASG) Form 4 a market buy or sell of shares?

No, this Form 4 reflects a grant of stock options as compensation, coded as an acquisition (A). It does not involve an open-market purchase or sale of Passage BIO common shares by the director.