XOMA acquisition ends Generation Bio (GBIO) CEO stock and options at $4.2913 plus CVRs

Rhea-AI Filing Summary

Generation Bio Co. insider Yalonda Howze, interim CEO and President, reported the end of her equity position following the company’s acquisition by XOMA Royalty Corporation. On February 9, 2026, her remaining 3,759 shares of common stock were exchanged under the merger terms, leaving zero shares beneficially owned.

Under the merger agreement, each tendered share of Generation Bio common stock was exchanged for $4.2913 in cash per share plus one contingent value right (CVR) per share, with an estimated maximum contingent cash consideration of $25.01 per CVR. After the tender offer, XOMA’s merger subsidiary was combined with Generation Bio, which continued as a wholly owned subsidiary of XOMA.

Immediately before the merger became effective, each outstanding, unexercised stock option with an exercise price per share equal to or above the $4.2913 cash amount was automatically cancelled for no consideration. In this filing, Howze reports the disposition and resulting cancellation of multiple stock option grants, each going from thousands of options outstanding to zero following the transaction.

Insights

Equity Compensation & M&A Analyst

Merger with XOMA cashes out common shares and cancels out-of-the-money options.

The disclosure shows XOMA Royalty Corporation completed its acquisition of Generation Bio. Each tendered share received $4.2913 in cash plus one CVR with an estimated maximum additional consideration of $25.01. After the tender offer, Generation Bio became a wholly owned subsidiary of XOMA.

For interim CEO Yalonda Howze, all reported equity interests were effectively eliminated at closing. She exchanged 3,759 common shares into the merger consideration and now reports zero shares beneficially owned. Several stock option grants, all with exercise prices at or above $4.2913, were automatically cancelled for no consideration under the merger agreement.

From an investor perspective, this confirms key economic terms of the buyout: a fixed cash payment per share, plus CVRs that could pay up to $25.01 per right if specified conditions are met. It also clarifies that underwater options did not participate in the consideration, which simplifies the post-transaction 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^*

Howze Yalonda

(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)
	INTERIM CEO AND PRESIDENT

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)		3,759	D	(1)(2)	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)	$39.7	02/09/2026		D			10,710	(3)	(3)	Common Stock	10,710	(3)	0	D
Stock Option (right to buy)	$18.6	02/09/2026		D			11,883	(3)	(3)	Common Stock	11,883	(3)	0	D
Stock Option (right to buy)	$9.255	02/09/2026		D			25,102	(3)	(3)	Common Stock	25,102	(3)	0	D
Stock Option (right to buy)	$13.9	02/09/2026		D			7,630	(3)	(3)	Common Stock	7,630	(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, 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. 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 GBIO Form 4 filing reveal about the XOMA merger terms?

The filing states each Generation Bio share was exchanged for $4.2913 in cash per share plus one CVR. Each CVR has an estimated maximum additional cash consideration of $25.01, paid under specified conditions in a contingent value rights agreement.

How did the XOMA acquisition affect Yalonda Howze’s Generation Bio share ownership?

Interim CEO Yalonda Howze reported that her 3,759 shares of Generation Bio common stock were exchanged in the merger. After the transaction, she reported zero shares beneficially owned, meaning her direct common stock position in Generation Bio was fully cashed out.

What happened to Generation Bio stock options in the XOMA merger?

The merger agreement cancelled each outstanding, unexercised stock option with an exercise price per share equal to or above the $4.2913 cash amount. These options, including Howze’s grants, were automatically cancelled for no consideration immediately before the merger became effective.

What CVR consideration is described in the Generation Bio (GBIO) Form 4?

For each Generation Bio share, stockholders received one non-tradeable contingent value right (CVR). The filing notes an estimated maximum contingent cash consideration of $25.01 per CVR, payable under conditions defined in a contingent value rights agreement with XOMA.

When did the XOMA and Generation Bio merger become effective?

After completion of the tender offer, XOMA’s merger subsidiary merged with Generation Bio effective as of February 9, 2026. Generation Bio continued as the surviving corporation and became a wholly owned subsidiary of XOMA Royalty Corporation following this effective time.

Which insider is covered in this GBIO Form 4 and what is their role?

The Form 4 covers Yalonda Howze, who is identified as an officer of Generation Bio with the title Interim CEO and President. The filing reports the treatment of her common stock and stock options in connection with the XOMA acquisition.