[Form 4] Generation Bio Co. Insider Trading Activity
Rhea-AI Filing Summary
Generation Bio Co. has been acquired by XOMA Royalty Corporation, with its subsidiary merging into Generation Bio on February 9, 2026. Under the merger agreement, each share of common stock was exchanged for $4.2913 in cash per share, plus one non-tradeable contingent value right (CVR) per share.
The CVR gives holders the right to receive certain future cash payments, with an estimated maximum contingent amount of $25.01 per CVR, subject to a separate CVR agreement. Director Ronald Harold Wilfred Cooper reported the disposition of 950 common shares in the offer, leaving him with no directly held shares.
In addition, several stock options were affected. Options with exercise prices below the cash amount became fully vested and were cancelled in exchange for a cash payment based on the spread between the cash amount and the exercise price times the optioned shares. Options with exercise prices at or above the cash amount were cancelled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 3,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,920 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 6,000 | $0.00 | -- |
| U | Common Stock | 950 | $0.00 | -- |
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Generation Bio. Co. (the "Issuer"), XOMA Royalty Corporation ("Parent") and Parent's wholly-owned subsidiary, XRA 7 Corp. ("Merger Sub"), dated as of December 15, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for (i) a purchase price of $4.2913 per Share to the stockholders in cash, without interest and less any applicable tax withholding (the "Cash Amount"), plus (ii) one non-tradeable contingent value right per Share (the "CVR"), (continued from footnote 1) which represents the right to receive certain contingent payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent, with an estimated maximum contingent consideration amount of $25.01 per CVR (the Cash Amount plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, effective as of February 9, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Cash Amount (each, an "In-The-Money Option"), became fully vested and was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share of Common Stock underlying such In-the-Money Option at the Effective Time by (y) the number of shares of Common Stock underlying such In-the-Money Option at the Effective Time. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Issuer Option that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was equal to or greater than the Cash Amount was automatically cancelled for no consideration.
