REGENXBIO starts stock option exchange for non-executive employees

The exchange

REGENXBIO Inc. said in an 8-K dated June 3, 2026 that it had begun a stock option exchange program for non-executive employees. The program was approved by stockholders at the 2026 annual meeting on May 29, 2026. The exchange offer period began on June 3 and, unless extended, ends on July 1, 2026.

Eligible participants can exchange outstanding options granted under the 2015 Equity Incentive Plan that have an exercise price at or above $18.00. In return they receive a smaller number of new options. The new options will carry an exercise price equal to the fair market value of the common stock on the grant date, which is expected to be the first business day after the offer expires. The company says the program is not expected to cause a significant change in its stock compensation expense.

The company will also file a tender offer statement with the SEC on June 3, 2026, and the proxy statement describes the program's terms. The 8-K itself gives no count of options eligible or outstanding.

The vote

Of the 42,818,883 shares represented at the meeting, about 82.95% of the shares entitled to vote, stockholders split on the two exchange proposals. The non-executive program drew 26,352,456 votes for and 8,853,230 against. The executive program drew 14,097,815 votes for and 21,021,531 against, so stockholders did not approve it.

The company does not say why the executive program failed or whether it will return to a future meeting. The executive proposal drew more votes against than for, and the non-executive one drew more for than against.

The other business

Stockholders also elected three Class II directors to serve until the 2029 annual meeting. Jean Bennett, M.D., Ph.D., received 24,025,836 votes for and 11,238,926 withheld. A.N. "Jerry" Karabelas, Ph.D., received 27,124,923 for and 8,139,839 withheld. Daniel Tassé received 32,039,753 for and 3,225,009 withheld. Broker non-votes were 7,554,121 for each nominee.

Stockholders ratified PricewaterhouseCoopers LLP as the independent auditor for the year ending December 31, 2026, with 42,526,553 votes for and 244,785 against. They also approved, on an advisory basis, the compensation of the named executive officers, with 32,392,302 votes for, 2,722,825 against and 149,635 abstaining. The 8-K is signed by Patrick J. Christmas II, executive vice president, chief strategy and legal officer.

The money behind the program

REGENXBIO's annual report for 2025, filed March 5, 2026, shows research and development expense of $228.3 million, up from $208.5 million in 2024. The company reported a net loss of $193.9 million, against $227.1 million a year earlier. It used $124.0 million in operations, against $173.1 million. The 8-K does not quantify the cost of the new grants or the number of options that will be exchanged.

The partners and the pipeline

The annual report's forward-looking statements name two collaborations as central to the company's plans. One is with AbbVie for surabgene lomparvovec, known as sura-vec or ABBV-RGX-314. The other is with Nippon Shinyaku Co., Ltd. for RGX-121, clemidsogene lanparvovec, and RGX-111. The 8-K does not discuss their status. The same list of forward-looking statements names the company's ability to address the deficiencies cited in the Complete Response Letter for RGX-121 and to resolve the clinical holds on RGX-111 and RGX-121.

What comes next

The exchange offer runs to July 1, 2026, unless extended. The new options will be granted on the first business day after expiry, at the fair market value on that day. The company has not said whether it will seek a similar program for executives after the executive proposal failed, and the 8-K gives no timetable for any further action.

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