Unregistered Sales of Equity Securities. To the extent required by this Item, the information set forth in

Entry into a Material Definitive Agreement. Amended and Restated Merger Agreement As previously disclosed, on June 24, 2026, Passage Bio, Inc. (“ Passage Bio ” or the “ Company ”), Peregrine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“ Merger Sub ”), and Remix Therapeutics, Inc., a Delaware corporation (“ Remix ”), entered into an Agreement and Plan of Merger (the “ Original Merger Agreement ”), pursuant to which, among other matters and subject to…

Termination of a Material Definitive Agreement. On June 23, 2026, the Company delivered written notice to Catalent Maryland, Inc. (“ Catalent ”) of the Company’s election to terminate, pursuant to Section 20.1(b)(ii) therein, the Amended and Restated Development Services and Clinical Supply Agreement by and between the Company and Catalent, dated as of November 9, 2023 (the “ Catalent Agreement ”) in its entirety, with such termination effective as of June 23, 2026. The Catalent Agreement gov…

Unregistered Sales of Equity Securities. To the extent required by this Item, the information set forth in

The filing appears to be about governance information rather than a specific management change.

Changes in Control of Registrant. The information set forth in

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On June 24, 2026, Passage Bio, Inc. (“ Passage Bio ” or the “ Company ”), Peregrine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“ Merger Sub ”), and Remix Therapeutics, Inc., a Delaware corporation (“ Remix ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditio…

Other Events. On June 23, 2026, the Company delivered written notice to The Trustees of the University of Pennsylvania (“ Penn ”) of the Company’s election to terminate, pursuant to Section 10.2 therein, the Second Amended and Restated Research, Collaboration and License Agreement between Penn and the Company, dated as of July 31, 2024 (the “ Penn Agreement ”), solely with respect to the licensed product referred to by the Company as “PBFT02” and all indications licensed to the Company under…

Termination of a Material Definitive Agreement. Gemma - Research, Collaboration and License Agreement Termination ​ On May 21, 2026, Passage Bio, Inc. (the “ Company ”) provided written notice to Gemma Biotherapeutics, Inc. (“ Gemma ”) of termination of the research, collaboration and license agreement, dated July 31, 2024, by and between Gemma and the Company (as amended, the “ Gemma Collaboration Agreement ”), which termination will be effective in accordance with the terms of the Gemma Col…

Costs Associated with Exit or Disposal Activities. As part of its previously announced efforts to review strategic alternatives to maximize shareholder value, on April 28, 2026, Passage Bio, Inc. (the “ Company ”) announced a restructuring of its workforce (the “ Restructuring Plan ”) to decrease its operating expenses by reducing the workforce by approximately 75%. The implementation of the Restructuring Plan should be substantially complete in the second and third quarters of 2026. Impacted…

Regulation FD Disclosure PBFT02 Program Updates On April 20, 2026, Passage Bio, Inc. (the “ Company ” ) announced updated interim data from the ongoing Phase 1/2 upliFT-D clinical trial evaluating PBFT02 for the treatment of frontotemporal dementia caused by progranulin deficiency (“ FTD-GRN ”) and provided regulatory and corporate updates. Updated interim data from FTD-GRN patients treated with PBFT02 Biomarkers · PBFT02-treated patients with a global Clinical Dementia Rating (“ CDR ”) score…

Termination of a Material Definitive Agreement. On March 4, 2026, Passage Bio, Inc. (the “Company”) and Hopewell Campus Owner LLC (the “Landlord”) entered into a lease termination agreement (the “Termination Agreement”) with respect to that certain lease agreement dated December 15, 2020 between the Company and Landlord (the “Hopewell Lease”). Pursuant to the Termination Agreement, the Company agreed to pay the Landlord a termination fee of approximately $4.8 million as well as accrued rent t…

Results of Operations and Financial Condition. On March 3, 2026, Passage Bio, Inc. (the “ Company ”) issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. The information in this Item 2.02, including Exhibit 99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject…

Results of Operations and Financial Condition. On January 12, 2026, Passage Bio, Inc. (the “ Company ”) updated its corporate presentation, which reports the preliminary, unaudited amount of the Company’s cash, cash equivalents and marketable securities position as of December 31, 2025, as approximately $46 million, which the Company expects will enable it to fund its operating expenses and capital expenditure requirements into the first quarter of 2027. This amount is preliminary, unaudited…

Results of Operations and Financial Condition. On November 10, 2025, Passage Bio, Inc. (the “ Company ”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. The information in this Item 2.02, including Exhibit 99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise…

Director — Saqib Islam: Mr. Islam resigned from the Board of Directors and Audit Committee.

Results of Operations and Financial Condition. On August 12, 2025, Passage Bio, Inc. (the “ Company ”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. The information in this Item 2.02, including Exhibit 99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subjec…

Material Modification to the Rights of Security Holders The information set forth in

Results of Operations and Financial Condition. On May 13, 2025, Passage Bio, Inc. (the “ Company ”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. The information in this Item 2.02, including Exhibit 99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject…

Results of Operations and Financial Condition. On March 4, 2025, Passage Bio, Inc. (the “ Company ”) issued a press release announcing its financial results for the year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. The information in this Item 2.02, including Exhibit 99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on August 1, 2024, Passage Bio, Inc. (the “ Company ”) received a letter from The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company was not in compliance with certain of Nasdaq’s continued listing requirements, as the closing bid price of the Company’s shares had been below $1.00 per share for the previous 30 consecutive business days. The Company was gi…

Results of Operations and Financial Condition. On January 10, 2025, the Company disclosed in a corporate presentation, among other things, that t he preliminary, unaudited amount of the Company’s cash, cash equivalents and marketable securities position as of December 31, 2024 is approximately $76.8 million, which, including the activities noted below, will enable it to fund its operating expenses and capital expenditure requirements into the first quarter of 2027. This amount is preliminary,…

Costs Associated with Exit or Disposal Activities. On January 8, 2025, the Board of Directors of Passage Bio, Inc. (the “ Company ”) approved, and management began implementing, a restructuring plan (the “ Restructuring Plan ”) to (i) cease its lab operations at its approximately 62,000 feet of leased laboratory space in Hopewell, New Jersey (the “ Laboratory Lease ” ) and (ii) reduce operating costs and better align its workforce with the needs of its strategic research and development strat…

Material Impairments. In connection with the Restructuring Plan, the Company is pursuing opportunities to sublease the space at the Laboratory Lease to offset portions of its financial obligations and is pursuing opportunities to sell laboratory equipment. As a result, the Company reassessed asset groups and evaluated such asset groups for impairment under Accounting Standards Codification 360, Long-lived assets: Impairment or disposal of long-lived assets , for all long-lived assets at the L…

Regulation FD Disclosure. On January 10, 2025, the Company issued a press release announcing the Restructuring Plan and other business updates related to its PBFT02 program. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section…