Regenxbio Inc.

08/27/2026 | Press release | Distributed by Public on 08/27/2026 17:04

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ciongoli Gregory Austin
2. Issuer Name and Ticker or Trading Symbol
REGENXBIO Inc. [RGNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O REGENXBIO INC., 9804 MEDICAL CENTER DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
(Street)
ROCKVILLE, MD 20850
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Common Stock 08/25/2026 A 15,432(1) A $ 0 15,432 D
Common Stock 08/26/2026 P 49,196 A $9.1411(2) 64,628 D
Common Stock 08/27/2026 P 53,407 A $9.356(3) 118,035 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Stock Options (Right to buy) $8.91 08/25/2026 A 69,609 08/25/2027(4) 08/25/2036 Common Stock 69,609 $ 0 69,609 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ciongoli Gregory Austin
C/O REGENXBIO INC.
9804 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850
X

Signatures

/s/ Patrick J. Christmas as attorney-in-fact 08/27/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 1/3rd of the shares subject to the RSU award shall vest on each of August 25, 2027, August 25, 2028 and August 25, 2029, while the recipient provides continuous service to the Issuer.
(2) Represents shares purchased in an open-market transaction. The price reported in Column 4 is a weighted average price. This transaction was executed in multiple trades at prices ranging from $8.67 to $9.35. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3) Represents shares purchased in an open-market transaction. The price reported in Column 4 is a weighted average price. This transaction was executed in multiple trades at prices ranging from $9.17 to $9.4525. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4) The option will vest over a three year period, with 1/3rd of the option vesting on August 25, 2027 and the remaining portion of the option vesting in equal monthly installments over the 24 months thereafter, while the optionee provides continuous service to the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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