Passage BIO, Inc.

UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

**WASHINGTON, D.C. 20549

SCHEDULE 14A**

(Rule 14a-101)

**SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the**

**Securities Exchange Act of 1934

(Amendment No. )

**(Name of Registrant as Specified In Its Charter)

N/A**

**(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

2005 Market Street, 39th Floor

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS**

**To Be Held May 19, 2026

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of Passage Bio, Inc. will be held via a virtual meeting. You will be able to participate in the 2026 Annual Meeting and vote during the 2026 Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/PASG2026 on Tuesday, May 19, 2026, at 9:00 a.m. Eastern Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. It is important that you retain a copy of the control number found on the proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 26, 2026 are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. On or about April 7, 2026, we expect to mail to stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy statement for our 2026 Annual Meeting and our 2025 Annual Report on Form 10-K. The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders by contacting our investor relations team at investors@passagebio.com.

Your vote as a Passage Bio, Inc. stockholder is very important. Each share of common stock that you own represents one vote.

For questions regarding your stock ownership, you may contact our Corporate Secretary at investors@passagebio.com or, if you are a registered holder, our transfer agent, Computershare Trust Company, N.A. by email through their website at www.computershare.com/contactus or by phone at (800) 736-3001. Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote through the internet or by telephone, or to request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement.

Philadelphia, Pennsylvania

April 7, 2026

Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on May 19, 2026: the Proxy Statement and our 2025 Annual Report on Form 10-K are available at www.ProxyVote.com. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

PASSAGE BIO, INC.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS