Form 4: Passage Bio Director Saqib Islam Granted Over 200,000 Stock Options

Passage Bio, Inc. Director Saqib Islam was granted 201,857 stock options with an exercise price of $0.3598, vesting on the earlier of one year from the grant date or the 2026 Annual Meeting.

Summary

• Saqib Islam, 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 are set to vest in full on the earlier of May 28, 2026 (the one-year anniversary of the grant date) or the date of the issuer's 2026 Annual Meeting of stockholders, contingent on Mr. Islam's continuous service to the company.
• The expiration date for these stock options is May 28, 2035.
• Following this transaction, Saqib Islam beneficially owns 201,857 derivative securities (stock options).
• A Limited Power of Attorney was executed by Saqib Islam on May 30, 2025, appointing Kathleen Borthwick, Edgar Cale, and William Chou to handle his Section 16 filings.

Sentiment

Score: 6

Explanation: The document reports a routine grant of stock options to a director, which is a standard compensation practice aimed at aligning the director's interests with long-term shareholder value. This is a neutral to slightly positive event as it reflects ongoing governance and compensation practices.

Positives

• The grant of stock options aligns the director's financial interests with long-term shareholder value, as the options gain value if the stock price increases above the exercise price.
• The exercise price of $0.3598 is relatively low, potentially offering significant upside if the company's stock performs well.

Negatives

• The issuance of new stock options could lead to potential future dilution for existing shareholders if the options are exercised.

Risks

• The value of the stock options is contingent on the future performance of Passage BIO, Inc.'s common stock; if the stock price does not rise above the exercise price, the options may expire worthless.
• The vesting of the options is subject to the reporting person's continuous service to the issuer, meaning the options could be forfeited if service is terminated before vesting.

Future Outlook

The stock options are designed to incentivize future performance and continued service from the director, aligning his long-term interests with the company's success.

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 routine insider compensation event common across publicly traded companies, particularly in the biotechnology sector, to attract and retain executive and board talent. Stock options are a standard component of compensation packages for directors, linking their incentives to the company's stock performance.

Comparison to Industry Standards

• The grant of stock options to a director is a common practice in the biotechnology and pharmaceutical industries, aligning director incentives with shareholder value.
• The vesting schedule (one year or next annual meeting) is a typical short-to-medium term vesting period for director equity grants, designed to encourage continued service.
• The exercise price being tied to the market price at the time of grant (or a nominal value for options) is standard.

Management Changes

Corporate Governance

Related Party Transactions

• The grant of stock options to Saqib Islam, a director of Passage BIO, Inc., constitutes a transaction between the company and a related party (a member of its board of directors).

Stakeholder Impact

• Shareholders: Potential for future dilution if the options are exercised, but also benefit from aligned director incentives for long-term stock performance.
• Director (Saqib Islam): Receives a significant equity incentive that ties his personal financial interest to the company's stock performance.

Next Steps

• The stock options are subject to vesting on the earlier of May 28, 2026, or the date of the 2026 Annual Meeting of stockholders.
• The options will expire on May 28, 2035, if not exercised.

Key Dates

Keywords

Passage BIO, PASG, stock options, director compensation, insider transaction, Form 4, equity grant, Saqib Islam, beneficial ownership, SEC filing