Generation Bio (NASDAQ: GBIO) CFO reports RSU vesting and tax share sale

Rhea-AI Filing Summary

Generation Bio Co.'s Chief Financial Officer, Kevin John Conway, reported routine equity compensation activity. On January 15, 2026, 59 restricted stock units converted into 59 shares of common stock, reflecting vesting of a prior equity grant. On the same date, 17 shares of common stock were disposed of at $5.64 per share in a transaction coded "F", which typically indicates shares withheld to cover taxes on the vesting event.

After these transactions, Conway beneficially owned 1,909 shares of common stock directly and 235 restricted stock units. The underlying grant of 9,390 restricted stock units was originally made on January 20, 2023 and vests over four years, with 25% having vested on January 15, 2024 and the remainder vesting in equal quarterly installments.

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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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)
01/15/2026

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	01/15/2026		M		59	A	(1)	1,926	D
Common Stock	01/15/2026		F		17	D	$5.64	1,909	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
Restricted Stock Units	(1)	01/15/2026		M			59	(2)	(2)	Common Stock	59	$0	235	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive one share of the company's common stock.

2. The grant of 9,390 restricted stock units was made on January 20, 2023. The shares underlying the restricted stock units vest over four years, with 25% of the shares vested on January 15, 2024 and the remaining shares vesting in equal quarterly installments thereafter.

	/s/ Shawna-Gay White, Attorney-in-Fact	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did GBIO's CFO report on January 15, 2026?

Generation Bio Co.'s CFO, Kevin John Conway, reported the vesting of 59 restricted stock units, which converted into 59 shares of common stock, and the disposition of 17 shares of common stock in a transaction coded "F" on January 15, 2026.

How many Generation Bio (GBIO) shares does the CFO own after this Form 4?

Following the reported transactions, the CFO beneficially owned 1,909 shares of common stock directly and 235 restricted stock units.

What do the 59 restricted stock units represent in the GBIO Form 4?

Each restricted stock unit represents the right to receive one share of Generation Bio's common stock. On January 15, 2026, 59 restricted stock units were settled into 59 common shares.

Why were 17 Generation Bio (GBIO) shares disposed of at $5.64?

The Form 4 reports a transaction coded "F" for 17 shares of common stock at $5.64 per share, which typically reflects shares withheld or sold to cover tax obligations related to the vesting of equity awards.

What is the vesting schedule for the CFO's 9,390 GBIO restricted stock units?

The grant of 9,390 restricted stock units was made on January 20, 2023. 25% of the shares vested on January 15, 2024, and the remaining units vest in equal quarterly installments over the rest of a four-year period.

Is the GBIO Form 4 transaction a direct or indirect holding by the CFO?

The reported holdings and transactions in this Form 4 are listed as direct ownership (D) by the CFO, with no separate indirect ownership entity noted.