Form 4: Passage Bio Director Sandip Kapadia Granted Over 200,000 Stock Options

Passage Bio, Inc. Director Sandip Kapadia was granted 201,857 stock options with an exercise price of $0.3598, vesting on the earlier of the one-year anniversary of the grant or the 2026 Annual Meeting.

Summary

• Sandip Kapadia, a Director of Passage BIO, Inc. (PASG), was granted 201,857 stock options on May 28, 2025.
• The exercise price for these options is $0.3598 per share.
• The options have an expiration date of May 28, 2035.
• The options vest in full on the earlier of the one-year anniversary of the grant date (May 28, 2026) or the date of the issuer's 2026 Annual Meeting of stockholders, contingent on Kapadia's continuous service.
• The filing was signed by Kathleen Borthwick, Attorney-in-Fact for Sandip Kapadia, on May 30, 2025, under a Limited Power of Attorney.

Sentiment

Score: 6

Explanation: The document reports a routine equity grant to a director, which is a positive for the director's alignment with the company but otherwise neutral for the company's immediate financial standing. It's an expected part of compensation.

Positives

• The grant of 201,857 stock options to Director Sandip Kapadia aligns his interests with long-term shareholder value.
• The options have a 10-year expiration period, providing a long window for potential value realization.

Negatives

• The grant of stock options could lead to minor dilution for existing shareholders upon exercise, though this is a standard form of compensation.

Risks

• The value of the stock options is subject to the future market price of Passage BIO, Inc. common stock, meaning they could become worthless if the stock price does not exceed the exercise price of $0.3598.
• Vesting is contingent on continuous service, meaning the options could be forfeited if the director's service ceases before the vesting date.

Future Outlook

Not applicable, as this document is a transaction report, not a forward-looking statement.

Management Comments

• "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 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date."

Industry Context

This is a standard equity compensation grant for a director in a publicly traded company, common across various industries, particularly in biotech where long-term incentives are crucial.

Comparison to Industry Standards

• The grant of stock options to directors is a common practice in the biotechnology and pharmaceutical industries, aligning director incentives with long-term company performance.
• The vesting schedule (one-year cliff or annual meeting) is typical for director equity grants, ensuring continued service.
• The 10-year expiration period for options is also standard for such grants.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor potential for future dilution upon exercise of options, but the grant aims to align director interests with long-term shareholder value.
• Director (Sandip Kapadia): Receives a significant equity incentive, aligning his financial interests with the company's performance.

Next Steps

• The stock options will vest on the earlier of May 28, 2026, or the date of Passage BIO's 2026 Annual Meeting, subject to Sandip Kapadia's continuous service.

Key Dates

Keywords

Passage BIO, PASG, Sandip Kapadia, stock option, director compensation, SEC Form 4, insider transaction, equity grant, vesting, corporate governance