Generation Bio (GBIO) director logs merger cash-out and CVR terms

Rhea-AI Filing Summary

Generation Bio Co. has been acquired by XOMA Royalty Corporation, and a director is reporting related share and option changes. Under the merger agreement, each share of Generation Bio common stock tendered before the offer deadline was exchanged for $4.2913 in cash per share plus one non-tradeable contingent value right (CVR), with an estimated maximum contingent cash consideration of $25.01 per CVR.

After the tender offer, XOMA’s subsidiary merged into Generation Bio on February 9, 2026, making Generation Bio a wholly owned subsidiary. Entities affiliated with director Jason P. Rhodes, including Atlas Venture funds, had their indirect holdings in Generation Bio common stock converted into the cash-and-CVR consideration, with Rhodes disclaiming beneficial ownership except for any pecuniary interest. In addition, his outstanding stock options were either cashed out if in-the-money or cancelled for no consideration if the exercise price was at or above the cash amount.

Insights

M&A and equity compensation analyst

Generation Bio’s merger closes, with cash plus CVR consideration and director options settled or cancelled.

The content describes completion of Generation Bio’s merger with XOMA Royalty Corporation. Public stockholders receive $4.2913 in cash per share plus one non‑tradeable CVR, which may pay up to $25.01 in additional cash per CVR under a contingent value rights agreement.

At the February 9, 2026 effective time, Generation Bio became a wholly owned subsidiary of XOMA. Entities such as Atlas Venture Fund X and related funds held the reported common shares, with director Jason P. Rhodes disclaiming beneficial ownership beyond any pecuniary interest, which places economic exposure primarily at the fund level.

Equity awards were also settled: in‑the‑money stock options were fully vested and converted into cash equal to the spread over the cash amount, while options with exercise prices at or above $4.2913 per share were cancelled for no consideration. This effectively eliminates stand‑alone equity incentives tied to Generation Bio following its acquisition.

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^*

Rhodes Jason P

(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)		711,193	D	(1)(2)	0	I	See Footnote(3)
Common Stock	02/09/2026		U(1)(2)		116,693	D	(1)(2)	0	I	See Footnote(4)
Common Stock	02/09/2026		U(1)(2)		60	D	(1)(2)	0	I	See Footnote(5)
Common Stock								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	(6)	(6)	Common Stock	3,000	(6)	0	D
Stock Option (right to buy)	$190	02/09/2026		D			5,200	(7)	(7)	Common Stock	5,200	(7)	0	D
Stock Option (right to buy)	$265.9	02/09/2026		D			1,500	(7)	(7)	Common Stock	1,500	(7)	0	D
Stock Option (right to buy)	$61.9	02/09/2026		D			1,920	(7)	(7)	Common Stock	1,920	(7)	0	D
Stock Option (right to buy)	$48.3	02/09/2026		D			2,500	(7)	(7)	Common Stock	2,500	(7)	0	D
Stock Option (right to buy)	$33.2	02/09/2026		D			6,000	(7)	(7)	Common Stock	6,000	(7)	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. The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. The Reporting Person is a member of AVA X LLC and disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of his pecuniary interest therein, if any.

4. The shares are owned directly by Atlas Venture Opportunity Fund I, L.P. ("AVOF I"). Atlas Venture Associates Opportunity I, L.P. ("AVAO LP") is the general partner of AVOF I. Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVOF I, except to the extent of his pecuniary interest therein, if any.

5. The shares are held directly by Atlas Venture Associates Opportunity I, L.P. ("AVAO LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVAO LP, except to the extent of his pecuniary interest therein, if any.

6. 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.

7. 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 merger terms affecting Generation Bio (GBIO) shareholders are described?

Generation Bio shareholders received $4.2913 in cash per share plus one non-tradeable contingent value right (CVR). The CVR may deliver additional cash payments up to an estimated maximum of $25.01 per CVR, under a separate contingent value rights agreement.

What does director Jason P. Rhodes report in this Generation Bio (GBIO) Form 4?

Director Jason P. Rhodes reports the treatment of his indirect common stock holdings and stock options in the merger. Shares held through Atlas Venture funds were exchanged for the cash-and-CVR consideration, and his stock options were either cashed out if in-the-money or cancelled if out-of-the-money.

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

In-the-money Generation Bio stock options became fully vested and were cancelled in exchange for cash equal to the cash amount minus the exercise price, times underlying shares. Options with exercise prices at or above the $4.2913 cash amount were automatically cancelled for no consideration.

Who actually held the Generation Bio (GBIO) shares reported for Jason P. Rhodes?

The reported shares were held by Atlas Venture Fund X, Atlas Venture Opportunity Fund I, and Atlas Venture Associates Opportunity I, L.P. Rhodes is a member of their general partner entities and disclaims Section 16 beneficial ownership except for any pecuniary interest in those investment partnerships.

What organizational change occurred to Generation Bio (GBIO) as of February 9, 2026?

After the tender offer, XOMA Royalty Corporation’s subsidiary merged with and into Generation Bio on February 9, 2026. Generation Bio continued as the surviving corporation and now operates as a wholly owned subsidiary of XOMA Royalty Corporation following completion of the merger.

What is the estimated maximum value of the Generation Bio (GBIO) CVR?

Each CVR attached to a Generation Bio share has an estimated maximum contingent cash consideration of $25.01. Actual payments depend on conditions outlined in the contingent value rights agreement between XOMA Royalty Corporation and the rights agent governing these instruments.