Generation Bio Co. SEC Filings

Generation Bio Co. entered into a definitive agreement to be acquired by XOMA Royalty Corporation through a tender offer. Stockholders will be offered $4.2913 in cash plus one contingent value right (CVR) for each share of common stock, with the CVR providing potential future cash payments under a separate CVR agreement.

After the tender offer, a follow-on merger under Delaware law is expected to make Generation Bio a wholly owned subsidiary of XOMA Royalty, with closing anticipated in or around February 2026, subject to customary conditions including more than 50% of shares being tendered. Support agreements have been signed by holders of about 15.38% of the shares, and the board unanimously approved the transaction and recommends that stockholders tender into the offer. The merger agreement includes a termination fee of $840,000 payable by Generation Bio in certain circumstances.

Generation Bio Co. (GBIO) director and former Chief Executive Officer & President reported equity transactions tied to the acceleration of restricted stock unit vesting upon resignation on 10/31/2025. A total of 659 shares of common stock were acquired through RSU vesting, with 293 shares disposed of at $5.51 per share, typically reflecting shares withheld to cover taxes. Following these transactions, the reporting person directly owns 137,202 shares of common stock, with additional indirect holdings of 22,646 shares through the McDonough Family 2018 Irrevocable Trust and 27,500 shares through the McDonough Family 2020 Irrevocable Trust.

Generation Bio (GBIO) filed its Q3 report, highlighting a major restructuring alongside quarterly results. Collaboration revenue was $1.594 million and net loss was $5.520 million, helped by a $25.5 million net gain on termination of a facility lease following a $31.0 million settlement that extinguished remaining lease liabilities.

The company began exploring strategic alternatives in August 2025 and executed a workforce Reduction of approximately 90% by October 31, 2025. It expects $12–$15 million in restructuring costs. As of September 30, 2025, cash and cash equivalents were $21.940 million and marketable securities were $67.682 million. Management states available liquidity is sufficient to fund operations for at least 12 months. A 1-for-10 reverse stock split became effective on July 21, 2025.

For the nine months, collaboration revenue was $11.082 million and net loss was $41.245 million. Shares outstanding were 6,737,899 as of October 31, 2025.

Generation Bio (GBIO): A company insider filed a Form 4 stating he will no longer serve as chief scientific officer effective October 31, 2025. The filing notes that, as a result, he will no longer be subject to Section 16 for Generation Bio equity transactions.

The report indicates future insider transaction reports on Forms 4 or 5 by this individual will cease following this change in role.

Generation Bio (GBIO) filed a Form 4 indicating an executive transition. The reporting person, who served as Chief Operating Officer, will no longer hold that role effective October 31, 2025. As a result, she will no longer be subject to Section 16 reporting for transactions in Generation Bio equity.

This change means the insider will cease filing Forms 4 and 5 related to Generation Bio securities. The filing does not detail any share transactions in the provided excerpt.

Generation Bio Co. announced leadership changes. Geoff McDonough, M.D. will resign as Chief Executive Officer effective October 31, 2025, and will become chairman of the Board. Under a separation agreement, he will receive cash severance of approximately $700,000, a payment in lieu of bonus of approximately $300,000 for 2025, up to 12 months of healthcare coverage, and 25% acceleration of his outstanding unvested equity awards. He will also receive a $70,000 bonus related to the company’s strategic alternatives review.

The company plans to engage Dr. McDonough as a consultant through October 31, 2026 at $500 per hour, with continued equity vesting during consulting. The Board elected Yalonda Howze as Interim CEO and President, with a $575,000 base salary and a target bonus set at 50% of base, plus specified severance protections, including enhanced benefits upon a change in control. Consulting agreements are also expected with COO Antoinette Paone ($360/hour) and CSO Phillip Samayoa ($400/hour) through October 31, 2026, with continued equity vesting.

Generation Bio (GBIO) Chief Scientific Officer reported routine equity transactions on 10/15/2025. 114 shares of common stock were issued upon settlement of restricted stock units (code M), and 34 shares were withheld to cover taxes at $6.71 per share (code F). Following these transactions, the officer directly owned 14,138 common shares.

The filing notes a one-for-10 reverse stock split effected on July 21, 2025. The RSU grant from January 20, 2023 vests over four years; 573 RSUs remained beneficially owned after the reported activity.

Generation Bio (GBIO) President & CEO and Director reported Form 4 activity on 10/15/2025. The filing shows an M transaction converting 527 restricted stock units into common shares and an F transaction disposing of 155 shares at $6.71.

Following these transactions, the reporting person directly holds 136,836 common shares and indirectly holds 22,646 and 27,500 shares via the 2018 and 2020 family trusts, respectively. Derivative holdings include 2,636 RSUs. Amounts reflect the one-for-10 reverse stock split effective July 21, 2025.