Merger cashes out Generation Bio (GBIO) shares and cancels stock options
Rhea-AI Filing Summary
Generation Bio Co. has been acquired by XOMA Royalty Corporation under a Merger Agreement dated December 15, 2025. Common shareholders who tendered their shares received $4.2913 in cash per share plus one non-tradeable contingent value right (CVR) per share, with an estimated maximum contingent payment of $25.01 per CVR. At the February 9, 2026 effective time, director Donald William Nicholson’s 21,357 common shares and multiple stock option grants were cancelled or cashed out as specified in the merger terms, leaving no reported remaining holdings.
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Insights
Merger cashes out Generation Bio equity and cancels options per set terms.
The transaction converts Generation Bio’s public equity into cash plus a contingent value right. Stockholders receive $4.2913 in cash per share and one CVR, which has an estimated maximum contingent payment of $25.01 per CVR under a separate rights agreement.
For equity awards, in-the-money stock options became fully vested and were cancelled in exchange for cash equal to the spread between the cash amount and the exercise price, multiplied by option shares. Out-of-the-money options were cancelled for no consideration, consistent with their lack of intrinsic value at the deal price.
For director Donald William Nicholson, the Form 4 shows 21,357 common shares and several stock option grants reduced to zero following the merger effective on February 9, 2026. Subsequent company disclosures may provide aggregate cash paid for equity awards and any realized value from the CVRs.
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 | 21,357 | $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.
