Generation Bio CFO logs merger-related option cancellations
Generation Bio Co.'s chief financial officer, Kevin John Conway, reported merger-related changes to his holdings.
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
15 transactions reported
Mixed
15 txns
Insider
Conway Kevin John
Role
CHIEF FINANCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 1,192 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 283 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 1,061 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 621 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 1,399 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 2,585 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 2,800 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 5,940 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 200 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 249 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 35,525 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 1,877 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 550 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 1,763 | $0.00 | $0.00 |
| Tender Offer | Common Stock | 2,072 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. 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"),
- F2. (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.
- F3. 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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 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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
