GRAYZEL DAVID S. 4

What Happened

• David S. Grayzel, a director of Q32 Bio, was granted a stock option award for 16,363 shares with an exercise price of $2.75 per share, representing an aggregate grant value of $44,998. This was a derivative award (options), not an immediate stock purchase or sale.

Key Details

• Transaction date: 2026-01-15; Filing date (reported to SEC): 2026-01-30 (filed late; administrative oversight noted).
• Award: 16,363 stock options; Exercise price: $2.75 per share; Reported value: $44,998.
• Vesting: The options vest in four equal quarterly installments on the last day of each calendar quarter, subject to continued service.
• Ownership after transaction: Not disclosed in the filing.
• Notable footnotes:
  • F1: Award granted under the 2024 Stock Option and Incentive Plan and the non-employee director compensation policy; elected in lieu of cash retainer; initial non-reporting due to administrative oversight.
  • F2: Any proceeds from sale of shares issued on exercise will be transferred to Atlas Venture Life Science Advisors, LLC; Grayzel disclaims ownership for Section 16 purposes except for any pecuniary interest.

Context

• This filing documents an option grant (a derivative award). No exercise or sale occurred at the time of the report, so no immediate change in shareholding or cash proceeds. The late filing was attributed to administrative oversight and was disclosed in the footnote.