Generation Bio (GBIO) director reports option cash-out and cancellations in XOMA Royalty merger

Rhea-AI Filing Summary

Generation Bio Co. completed a merger in which XRA 7 Corp. was merged into the company, effective February 9, 2026. After this transaction, Generation Bio continues as the surviving corporation and a wholly owned subsidiary of XOMA Royalty Corporation.

In connection with the merger, director Jonas Jeffrey M reported the disposition of several stock options. Under the Merger Agreement, each outstanding, unexercised option with an exercise price below the defined cash amount of $4.2913 became fully vested and was cancelled in exchange for a cash payment based on that spread. Options with exercise prices at or above $4.2913 were automatically cancelled for no consideration, leaving him with no remaining options of these series.

Insights

Equity compensation and M&A specialist

Merger converts in-the-money director options to cash and cancels the rest.

The Merger Agreement between Generation Bio Co. and XOMA Royalty Corporation triggers standard change-of-control mechanics for director stock options. As of February 9, 2026, Generation Bio became a wholly owned subsidiary of XOMA Royalty Corporation.

Each outstanding stock option with an exercise price below the defined cash amount of $4.2913 was fully vested, cancelled, and converted into a cash right based on the spread versus that cash amount. Options with exercise prices at or above $4.2913 were cancelled with no payment.

For director Jonas Jeffrey M, this means his reported stock option positions were eliminated: one tranche generated a cash entitlement under the formula, while multiple higher-strike grants were written off. Subsequent company disclosures may provide additional detail on overall post‑merger capital structure.

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^*

JONAS JEFFREY M

(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

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	(1)(2)	(1)(2)	Common Stock	3,000	(1)(2)	0	D
Stock Option (right to buy)	$45.924	02/09/2026		D			4,246	(3)	(3)	Common Stock	4,246	(3)	0	D
Stock Option (right to buy)	$190	02/09/2026		D			5,200	(3)	(3)	Common Stock	5,200	(3)	0	D
Stock Option (right to buy)	$265.9	02/09/2026		D			1,500	(3)	(3)	Common Stock	1,500	(3)	0	D
Stock Option (right to buy)	$61.9	02/09/2026		D			1,920	(3)	(3)	Common Stock	1,920	(3)	0	D
Stock Option (right to buy)	$48.3	02/09/2026		D			2,500	(3)	(3)	Common Stock	2,500	(3)	0	D
Stock Option (right to buy)	$33.2	02/09/2026		D			6,000	(3)	(3)	Common Stock	6,000	(3)	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, 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.

2. 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, par value $0.0001 per share, of the Issuer (the "Common Stock") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per share that was less than $4.2913 (the "Cash Amount") (each such option, 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.

3. 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.

	/s/ Shawna-Gay White, Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What does the Form 4 filing show for Generation Bio Co. (GBIO)?

The Form 4 shows director Jonas Jeffrey M disposing of multiple stock option grants on February 9, 2026. These changes resulted from Generation Bio Co. becoming a wholly owned subsidiary of XOMA Royalty Corporation under a previously signed Merger Agreement.

What merger involving Generation Bio Co. (GBIO) is described here?

The document describes a Merger Agreement where XRA 7 Corp. merged into Generation Bio Co.. After the effective time on February 9, 2026, Generation Bio continued as the surviving corporation and became a wholly owned subsidiary of XOMA Royalty Corporation.

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

In-the-money options, with exercise prices below the $4.2913 cash amount, became fully vested immediately before the effective time. Each such option was cancelled and converted into a cash right equal to the cash amount minus the exercise price, multiplied by the underlying share count.

What happened to Generation Bio (GBIO) options with higher exercise prices?

Options with exercise prices at or above the $4.2913 cash amount were automatically cancelled for no consideration. These higher-strike options therefore expired without any cash payment to the holder in connection with the merger transaction.

Does director Jonas Jeffrey M still hold these Generation Bio (GBIO) options?

No. The Form 4 reports that, following the merger-related transactions on February 9, 2026, the listed stock option grants show zero derivative securities beneficially owned. His in-the-money options converted to cash rights, while higher-strike options were cancelled.

Why was cash amount $4.2913 important in the Generation Bio (GBIO) merger?

The filing defines $4.2913 as the “Cash Amount” used to evaluate each stock option. Options with exercise prices below this amount were treated as in-the-money and cashed out using a spread formula, while options at or above this level were cancelled without payment.