Generation Bio (GBIO) director equity cashed out in XOMA merger deal

Rhea-AI Filing Summary

Generation Bio Co. director Gustav Christensen reported the final treatment of his equity in the company following its acquisition by XOMA Royalty Corporation. On February 9, 2026, all 13,142 shares of common stock shown in the filing ceased to be beneficially owned after being exchanged under the merger terms.

Each share of Generation Bio common stock tendered to the acquiror’s subsidiary was exchanged for $4.2913 in cash per share plus one non-tradeable contingent value right (CVR) per share, with an estimated maximum contingent cash payment of $25.01 per CVR. After the tender offer, the acquiror’s subsidiary merged into Generation Bio, which became a wholly owned subsidiary.

Outstanding stock options were also settled. Options with an exercise price below the cash amount became fully vested and were cancelled in exchange for a cash payment based on the spread between $4.2913 and the exercise price, multiplied by the underlying shares. Options with an exercise price at or above $4.2913 were cancelled for no consideration, leaving Christensen with zero options and zero shares beneficially owned after the transaction.

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^*

Christensen Gustav

(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)		13,142	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)	$3.874	02/09/2026		D			3,000	(3)	(3)	Common Stock	3,000	(3)	0	D
Stock Option (right to buy)	$190	02/09/2026		D			5,200	(4)	(4)	Common Stock	5,200	(4)	0	D
Stock Option (right to buy)	$265.9	02/09/2026		D			1,500	(4)	(4)	Common Stock	1,500	(4)	0	D
Stock Option (right to buy)	$61.9	02/09/2026		D			1,920	(4)	(4)	Common Stock	1,920	(4)	0	D
Stock Option (right to buy)	$48.3	02/09/2026		D			2,500	(4)	(4)	Common Stock	2,500	(4)	0	D
Stock Option (right to buy)	$33.2	02/09/2026		D			6,000	(4)	(4)	Common Stock	6,000	(4)	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 ("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.

4. 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 does Gustav Christensen’s Form 4 for Generation Bio (GBIO) report?

The Form 4 shows director Gustav Christensen’s Generation Bio equity was eliminated in connection with a merger. His 13,142 common shares and all reported stock options went to zero beneficial ownership after cash-and-contingent-value-right consideration was paid under an agreed merger structure.

What consideration did Generation Bio (GBIO) shareholders receive in the merger?

Shareholders received $4.2913 in cash per Generation Bio share plus one non-tradeable contingent value right (CVR). Each CVR offers potential contingent cash payments up to an estimated maximum of $25.01, subject to the terms and conditions of a separate CVR agreement.

How were Gustav Christensen’s stock options in Generation Bio (GBIO) treated?

In-the-money options became fully vested, were cancelled, and converted into a cash payment equal to the cash amount minus the exercise price times the underlying shares. Options with exercise prices at or above $4.2913 per share were automatically cancelled for no consideration at closing.

What happened to Gustav Christensen’s common stock holdings in Generation Bio (GBIO)?

The filing shows 13,142 shares of Generation Bio common stock were reported with transaction code U and zero shares beneficially owned afterward. Those shares were exchanged for cash plus one CVR per share under the merger agreement, ending Christensen’s reported ownership position.

Who acquired Generation Bio (GBIO) and when did the merger close?

Generation Bio was acquired by XOMA Royalty Corporation through its wholly owned subsidiary XRA 7 Corp. The subsidiary merged with and into Generation Bio effective February 9, 2026, leaving Generation Bio as a wholly owned subsidiary of XOMA Royalty Corporation.

What is the role of the contingent value right (CVR) in the Generation Bio (GBIO) deal?

Each Generation Bio share received one non-tradeable CVR, representing rights to certain contingent cash payments. These payments follow a separate contingent value rights agreement, with an estimated maximum cash consideration of $25.01 per CVR if specified conditions are met.