Passage BIO, Inc. — Director's Dealing 2025

Feb 12, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Passage BIO, Inc. (PASG)
CIK: 0001787297
Period of Report: 2025-02-10

Reporting Person: Borthwick Kathleen (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-10	Common Stock	M	8000	—	Acquired	44466	Direct
2025-02-11	Common Stock	S	3183	$.5296	Disposed	41283	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-10	Restricted Stock Unit	$	M	8000	Disposed		Common Stock (8000)	Direct

Footnotes

F1: Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

F2: Includes 4,000 shares acquired on May 16, 2024 and 4,000 shares acquired on November 16, 2024 under the 2020 Employee Stock Purchase Plan.

F3: The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs; it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction.

F4: The reported price in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer in multiple transactions at prices ranging from $0.51 to $0.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 with regard to the block trade.

F5: 1/3 of the RSUs vested on February 10, 2024 and 2/3 of the RSUs will vest on February 10, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.