Generation Bio (GBIO) director cashes out as XOMA buyout closes at $4.29 plus CVR
Rhea-AI Filing Summary
Generation Bio Co. director Catherine Stehman-Breen reported the disposition of her equity in connection with the company’s sale to XOMA Royalty Corporation. She tendered 4,752 shares of common stock, which were exchanged for $4.2913 in cash per share plus one non-tradeable contingent value right (CVR) per share, with an estimated maximum contingent cash payment of $25.01 per CVR. Following completion of the tender offer, XRA 7 Corp. merged into Generation Bio on February 9, 2026, making it a wholly owned subsidiary of XOMA Royalty. Her in-the-money stock options vested, were cancelled, and converted into cash based on the spread to the cash amount, while out-of-the-money options were cancelled for no consideration, leaving her with 0 shares and 0 options reported as beneficially owned.
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Insights
Form 4 shows director fully cashed out as XOMA’s acquisition of Generation Bio closes.
This filing documents how Catherine Stehman-Breen, a director of Generation Bio Co., exited her position through the completed sale to XOMA Royalty Corporation. Her 4,752 common shares were exchanged for $4.2913 in cash per share plus one CVR per share, with an estimated maximum of $25.01 per CVR.
The merger closed on February 9, 2026, after a tender offer in which shares were first exchanged, followed by a back-end merger making Generation Bio a wholly owned XOMA subsidiary. This Form 4 clarifies that Stehman-Breen no longer reports any beneficial ownership in common stock or options after the transaction mechanics were completed.
Her in-the-money options became fully vested, were cancelled, and converted into a cash payment equal to the excess of the $4.2913 cash amount over each option’s exercise price, multiplied by the underlying shares. Options with exercise prices at or above the cash amount were cancelled for no consideration, consistent with the agreed merger terms.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 5,200 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,500 | $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 | 4,752 | $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.
