Form 4: REGENXBIO Director Allan M. Fox Receives Significant Equity Awards, Bolstering Stake in Company

REGENXBIO Inc. Director Allan M. Fox has been granted 7,768 restricted stock units and 39,815 stock options, increasing his direct and indirect beneficial ownership in the gene therapy company.

Summary

• Allan M. Fox, a Director of REGENXBIO Inc. (RGNX), reported changes in his beneficial ownership of company securities.
• On May 30, 2025, Mr. Fox acquired 7,768 shares of common stock underlying a time-based restricted stock unit (RSU) award at a price of $0.00.
• These RSU shares are scheduled to vest 100% on May 1, 2026, contingent upon his continuous service to the Issuer.
• Additionally, on May 30, 2025, Mr. Fox acquired 39,815 stock options with an exercise price of $8.85 per share, also at a transaction price of $0.00.
• These stock options will vest in 12 equal monthly installments following May 30, 2025, subject to his continuous service, and have an expiration date of May 30, 2035.
• Following these transactions, Mr. Fox directly beneficially owns 19,054 shares of common stock.
• His indirect beneficial ownership includes 722,485 shares via AMF Family Gift Trust LLC, 315,000 shares via AMF Gift Trust LLC, 315,000 shares via HBF Gift Trust LLC, and 1,529,981 shares via Quaker Gray LLC, totaling 2,582,466 indirect shares.
• He also beneficially owns 39,815 stock options directly.

Sentiment

Score: 7

Explanation: The document reports the grant of equity awards to a director, which is generally a positive sign as it aligns management's interests with shareholders. It does not contain any negative operational or financial news.

Positives

• The grant of restricted stock units and stock options to Director Allan M. Fox aligns his interests more closely with those of REGENXBIO shareholders, as his compensation is tied to the company's future performance.
• The acquisition of equity awards at a $0.00 transaction price for RSUs and options indicates a compensation structure designed to incentivize long-term commitment and value creation.

Future Outlook

The equity awards granted to Director Allan M. Fox, with vesting periods extending into 2026 and option expiration in 2035, indicate a long-term commitment and alignment of the director's interests with the company's future performance and strategic goals.

Industry Context

This Form 4 filing is a standard disclosure for insider transactions, reflecting a common practice in the biotechnology and pharmaceutical industries where equity compensation is used to attract, retain, and incentivize key personnel, including directors, by aligning their financial interests with the long-term success of the company.

Related Party Transactions

• The reporting person holds significant indirect beneficial ownership through several family gift trusts (AMF Family Gift Trust LLC, AMF Gift Trust LLC, HBF Gift Trust LLC) and Quaker Gray LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest.

Stakeholder Impact

• Shareholders: The equity awards granted to the director are intended to align his interests with those of shareholders, potentially leading to better long-term performance and value creation.
• Employees: While not directly impacting all employees, the compensation structure for directors can set a precedent for executive and key personnel compensation, emphasizing long-term incentives.

Next Steps

• The Restricted Stock Unit award will vest 100% on May 1, 2026, subject to continuous service.
• The Stock Options will vest in 12 equal monthly installments following May 30, 2025, subject to continuous service.

Key Dates

Keywords

REGENXBIO, RGNX, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, RSU, Stock Options, Equity Compensation, Director, Biotechnology, Gene Therapy