Generation Bio (GBIO) director equity cashed out in XOMA acquisition

Rhea-AI Filing Summary

Generation Bio Co. completed its merger with XOMA Royalty Corporation, with tendered shares exchanged for a cash payment of $4.2913 per share plus one non-tradeable contingent value right (CVR) per share. Each CVR carries an estimated maximum contingent cash consideration of $25.01, subject to specified conditions.

Director Dannielle Appelhans reported that, at the merger’s effective time, 1,263 shares of common stock held directly and 736 shares held indirectly through a spouse were disposed of, leaving no remaining beneficial ownership. Outstanding stock options covering 3,000, 3,840, 2,500 and 6,000 shares were cancelled, with in-the-money options converted into cash and those with exercise prices at or above the cash amount cancelled without payment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Appelhans Dannielle

(Last) (First) (Middle)

C/O GENERATION BIO CO.

301 BINNEY ST, SUITE 401

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Generation Bio Co. [ GBIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		U(1)(2)		1,263	D	(1)(2)	0	D
Common Stock	02/09/2026		U(1)(2)		736	D	(1)(2)	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$3.874	02/09/2026		D			3,000	(3)	(3)	Common Stock	3,000	(3)	0	D
Stock Option (right to buy)	$71.8	02/09/2026		D			3,840	(4)	(4)	Common Stock	3,840	(4)	0	D
Stock Option (right to buy)	$48.3	02/09/2026		D			2,500	(4)	(4)	Common Stock	2,500	(4)	0	D
Stock Option (right to buy)	$33.2	02/09/2026		D			6,000	(4)	(4)	Common Stock	6,000	(4)	0	D

Explanation of Responses:

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"),

2. (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.

3. 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.

4. 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.

	/s/ Shawna-Gay White, Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Generation Bio (GBIO) shareholders receive in the XOMA transaction?

Generation Bio shareholders received $4.2913 in cash per share plus one non-tradeable CVR per share. Each CVR provides the right to potential future cash payments, with an estimated maximum contingent amount of $25.01 per CVR, subject to defined conditions.

What does this Form 4 reveal about director Dannielle Appelhans’ GBIO stock?

The Form 4 shows that Dannielle Appelhans’ 1,263 directly held shares and 736 indirectly held shares through a spouse were disposed of in the merger. Following these transactions, the filing reports zero shares of Generation Bio common stock beneficially owned.

How were Generation Bio (GBIO) stock options treated in the merger?

Outstanding GBIO stock options became either cash-settled or cancelled. In-the-money options were fully vested, cancelled, and converted into cash equal to the cash amount minus the exercise price, times underlying shares. Options with exercise prices at or above the cash amount were cancelled for no consideration.

Which specific GBIO options held by Dannielle Appelhans were affected?

The filing lists four cancelled option positions: 3,000 shares, 3,840 shares, 2,500 shares, and 6,000 shares underlying stock options. After the merger-related cancellations and conversions, the Form 4 reports no remaining derivative securities beneficially owned by the director.

When did the Generation Bio and XOMA merger become effective?

The merger became effective on February 9, 2026, when XRA 7 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, merged with and into Generation Bio. Generation Bio continued as the surviving corporation and became a wholly owned subsidiary of XOMA.

What is the contingent value right (CVR) mentioned for GBIO shareholders?

The CVR is a non-tradeable right granted per GBIO share, allowing holders to receive certain contingent cash payments if conditions in the CVR agreement are met. The filing cites an estimated maximum contingent consideration of $25.01 per CVR.