Generation Bio Co. (GBIO) director equity cashed out in XOMA Royalty takeover

Rhea-AI Filing Summary

Generation Bio Co. director Rowland Charles A Jr reported the cash-out of his equity as the company was acquired by XOMA Royalty Corporation. Under a merger agreement among Generation Bio, XOMA Royalty and XRA 7 Corp., shares of common stock tendered into the offer were exchanged for $4.2913 per share in cash plus one non-tradeable contingent value right (CVR) per share, with an estimated maximum contingent cash payment of up to $25.01 per CVR. Following completion of the tender offer, XRA 7 Corp. merged into Generation Bio on February 9, 2026, making Generation Bio a wholly owned subsidiary of XOMA Royalty.

Rowland Charles A Jr reported disposition of 53,475 shares of common stock and now holds zero shares directly. All reported stock options to purchase common stock were also disposed of, leaving no derivative securities beneficially owned. Options with exercise prices below the cash amount became fully vested and were cancelled in exchange for cash, while those with exercise prices at or above the cash amount were cancelled for no consideration.

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^*

Rowland Charles A Jr

(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)		53,475	D	(1)(2)	0	D

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)	$45.924	02/09/2026		D			4,246	(4)	(4)	Common Stock	4,246	(4)	0	D
Stock Option (right to buy)	$190	02/09/2026		D			5,200	(4)	(4)	Common Stock	5,200	(4)	0	D
Stock Option (right to buy)	$265.9	02/09/2026		D			1,500	(4)	(4)	Common Stock	1,500	(4)	0	D
Stock Option (right to buy)	$61.9	02/09/2026		D			1,920	(4)	(4)	Common Stock	1,920	(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
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FAQ

What insider transaction did Generation Bio Co. (GBIO) disclose for Rowland Charles A Jr?

Generation Bio Co. disclosed that director Rowland Charles A Jr disposed of 53,475 shares of common stock and all reported stock options. After these merger-related transactions, he reported owning zero shares and zero derivative securities directly in the company.

What were Generation Bio Co. (GBIO) shareholders paid in the XOMA Royalty merger?

Shareholders who tendered shares received a cash amount of $4.2913 per share plus one non-tradeable contingent value right (CVR) per share. Each CVR offers potential contingent cash payments up to an estimated maximum of $25.01, subject to the CVR agreement conditions.

When did the Generation Bio Co. (GBIO) merger with XOMA Royalty become effective?

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

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

In-the-money options with exercise prices below the $4.2913 cash amount fully vested, were cancelled, and converted into cash based on the spread and shares underlying each option. Options with exercise prices equal to or above the cash amount were automatically cancelled for no consideration.

What does the contingent value right (CVR) in the Generation Bio Co. deal represent?

Each CVR represents the right to receive certain contingent cash payments under a contingent value rights agreement between XOMA Royalty and a rights agent. The filing estimates a maximum potential contingent consideration of $25.01 per CVR, subject to specific terms and conditions.

What is the total equity position of Rowland Charles A Jr in Generation Bio Co. after the merger?

After the reported merger-related transactions, Rowland Charles A Jr reported beneficial ownership of zero shares of Generation Bio common stock and zero derivative securities, reflecting the cash-out and cancellation treatment described in the merger agreement footnotes.