Generation Bio (GBIO) CFO reports tender share exchange and option cancellations

Rhea-AI Filing Summary

Generation Bio Co.'s chief financial officer, Kevin John Conway, reported merger-related changes to his holdings. On February 9, 2026, 2,072 shares of common stock were exchanged in a tender offer for $4.2913 per share in cash plus one contingent value right (CVR) per share, as provided in the merger agreement with XOMA Royalty Corporation. The CVR carries an estimated maximum contingent cash consideration of $25.01 per CVR. At the merger’s effective time, multiple outstanding stock options with exercise prices at or above the cash amount were automatically cancelled for no consideration, leaving zero options and common shares reported as beneficially owned after the transactions.

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^*

Conway Kevin John

(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)

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

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)		2,072	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)	$63.587	02/09/2026		D			1,192	(3)	(3)	Common Stock	1,192	(3)	0	D
Stock Option (right to buy)	$51.576	02/09/2026		D			283	(3)	(3)	Common Stock	283	(3)	0	D
Stock Option (right to buy)	$190	02/09/2026		D			1,061	(3)	(3)	Common Stock	1,061	(3)	0	D
Stock Option (right to buy)	$302.5	02/09/2026		D			621	(3)	(3)	Common Stock	621	(3)	0	D
Stock Option (right to buy)	$316.9	02/09/2026		D			1,399	(3)	(3)	Common Stock	1,399	(3)	0	D
Stock Option (right to buy)	$64.9	02/09/2026		D			2,585	(3)	(3)	Common Stock	2,585	(3)	0	D
Stock Option (right to buy)	$81.8	02/09/2026		D			2,800	(3)	(3)	Common Stock	2,800	(3)	0	D
Stock Option (right to buy)	$18.6	02/09/2026		D			5,940	(3)	(3)	Common Stock	5,940	(3)	0	D
Stock Option (right to buy)	$42.9	02/09/2026		D			200	(3)	(3)	Common Stock	200	(3)	0	D
Stock Option (right to buy)	$31.6	02/09/2026		D			249	(3)	(3)	Common Stock	249	(3)	0	D
Stock Option (right to buy)	$9.255	02/09/2026		D			35,525	(3)	(3)	Common Stock	35,525	(3)	0	D
Stock Option (right to buy)	$47.05	02/09/2026		D			1,877	(3)	(3)	Common Stock	1,877	(3)	0	D
Stock Option (right to buy)	$50.6	02/09/2026		D			550	(3)	(3)	Common Stock	550	(3)	0	D
Stock Option (right to buy)	$13.9	02/09/2026		D			1,763	(3)	(3)	Common Stock	1,763	(3)	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 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 GBIO’s CFO report on February 9, 2026?

Generation Bio (GBIO) CFO Kevin John Conway reported merger-related changes on February 9, 2026. He disclosed 2,072 common shares being exchanged in a tender offer and the cancellation of several stock options tied to the company’s merger with XOMA Royalty Corporation.

What consideration did GBIO shareholders receive in the XOMA merger offer?

Shareholders received $4.2913 in cash per Generation Bio (GBIO) share plus one contingent value right (CVR). Each CVR carries an estimated maximum contingent cash consideration of $25.01, subject to the terms and conditions of the contingent value rights agreement.

How many Generation Bio (GBIO) shares did the CFO tender in the merger?

The CFO reported 2,072 shares of Generation Bio (GBIO) common stock tendered in the offer. These shares were exchanged for $4.2913 in cash per share plus one non-tradeable contingent value right per share, consistent with the agreed offer price structure.

What happened to GBIO stock options held by the CFO at the merger effective time?

Immediately before the merger’s effective time, each outstanding, unexercised GBIO stock option with an exercise price per share equal to or greater than the $4.2913 cash amount was automatically cancelled for no consideration, resulting in no derivative securities reported as beneficially owned.

Did the Generation Bio (GBIO) CFO retain any shares or options after the merger?

Following the reported transactions, the Form 4 shows zero shares of Generation Bio (GBIO) common stock and zero stock options beneficially owned by the CFO. This reflects the tender of common shares and cancellation of underwater options under the merger agreement terms.

What role do contingent value rights (CVRs) play in the GBIO merger consideration?

Each Generation Bio (GBIO) share tendered received one non-tradeable contingent value right (CVR). The CVR provides the right to certain future cash payments, with an estimated maximum contingent consideration of $25.01 per CVR, depending on conditions in the CVR agreement.