Generation Bio Co. Form 4 Filings

Generation Bio Co. director Catherine Stehman-Breen reported the disposition of her equity in connection with the company’s sale to XOMA Royalty Corporation. She tendered 4,752 shares of common stock, which were 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. Following completion of the tender offer, XRA 7 Corp. merged into Generation Bio on February 9, 2026, making it a wholly owned subsidiary of XOMA Royalty. Her in-the-money stock options vested, were cancelled, and converted into cash based on the spread to the cash amount, while out-of-the-money options were cancelled for no consideration, leaving her with 0 shares and 0 options reported as beneficially owned.

Generation Bio Co. director Rowland Charles A Jr reported the cash-out of his equity as the company was acquired by XOMA Royalty Corporation. Under a merger agreement among Generation Bio, XOMA Royalty and XRA 7 Corp., shares of common stock tendered into the offer were exchanged for $4.2913 per share in cash plus one non-tradeable contingent value right (CVR) per share, with an estimated maximum contingent cash payment of up to $25.01 per CVR. Following completion of the tender offer, XRA 7 Corp. merged into Generation Bio on February 9, 2026, making Generation Bio a wholly owned subsidiary of XOMA Royalty.

Rowland Charles A Jr reported disposition of 53,475 shares of common stock and now holds zero shares directly. All reported stock options to purchase common stock were also disposed of, leaving no derivative securities beneficially owned. Options with exercise prices below the cash amount became fully vested and were cancelled in exchange for cash, while those with exercise prices at or above the cash amount were cancelled for no consideration.

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.

Generation Bio director Anthony G. Quinn reported the cash-out of his equity as part of the company’s merger with XOMA Royalty Corporation. Common shares of Generation Bio were exchanged for a cash price of $4.2913 per share plus one non-tradeable contingent value right (CVR) per share, with each CVR having an estimated maximum contingent consideration of $25.01. Quinn reported 29,928 shares of common stock held directly and 7,283 shares held indirectly through the Quinn Family Irrevocable Trust of 2021. All reported stock options were cancelled at the merger effective time: in-the-money options were converted into a cash payment based on the excess of the cash amount over the exercise price, while options with an exercise price at or above the cash amount were cancelled for no consideration.

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.

Generation Bio Co. director Geoff McDonough reported changes in his holdings following the completion of a merger with XOMA Royalty Corporation. Common shares of Generation Bio were exchanged for $4.2913 per share in cash plus one non-tradeable contingent value right (CVR) per share, with an estimated maximum contingent cash consideration of up to $25.01 per CVR under a contingent value rights agreement.

The Form 4 shows 138,492 shares of common stock held directly and additional shares held indirectly through the McDonough Family 2018 and 2020 Irrevocable Trusts being impacted by the transaction. It also reports that, under the merger agreement, stock options with exercise prices at or above the cash amount of $4.2913 per share were automatically cancelled for no consideration immediately prior to the merger’s effective time on February 9, 2026.

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.

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.

Generation Bio Co. has been acquired by XOMA Royalty Corporation, with its subsidiary merging into Generation Bio on February 9, 2026. Under the merger agreement, each share of common stock was exchanged for $4.2913 in cash per share, plus one non-tradeable contingent value right (CVR) per share.

The CVR gives holders the right to receive certain future cash payments, with an estimated maximum contingent amount of $25.01 per CVR, subject to a separate CVR agreement. Director Ronald Harold Wilfred Cooper reported the disposition of 950 common shares in the offer, leaving him with no directly held shares.

In addition, several stock options were affected. Options with exercise prices below the cash amount became fully vested and were cancelled in exchange for a cash payment based on the spread between the cash amount and the exercise price times the optioned shares. Options with exercise prices at or above the cash amount were cancelled for no consideration.

Generation Bio Co.'s chief financial officer, Kevin John Conway, reported merger-related changes to his holdings. On February 9, 2026, 2,072 shares of common stock were exchanged in a tender offer for $4.2913 per share in cash plus one contingent value right (CVR) per share, as provided in the merger agreement with XOMA Royalty Corporation. The CVR carries an estimated maximum contingent cash consideration of $25.01 per CVR. At the merger’s effective time, multiple outstanding stock options with exercise prices at or above the cash amount were automatically cancelled for no consideration, leaving zero options and common shares reported as beneficially owned after the transactions.

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.

Generation Bio Co. completed its merger with XOMA Royalty Corporation, with tendered shares exchanged for a cash payment of $4.2913 per share plus one non-tradeable contingent value right (CVR) per share. Each CVR carries an estimated maximum contingent cash consideration of $25.01, subject to specified conditions.

Director Dannielle Appelhans reported that, at the merger’s effective time, 1,263 shares of common stock held directly and 736 shares held indirectly through a spouse were disposed of, leaving no remaining beneficial ownership. Outstanding stock options covering 3,000, 3,840, 2,500 and 6,000 shares were cancelled, with in-the-money options converted into cash and those with exercise prices at or above the cash amount cancelled without payment.

Generation Bio Co.'s Chief Financial Officer, Kevin John Conway, reported routine equity compensation activity tied to a prior restricted stock unit (RSU) grant. On February 2, 2026, 235 RSUs were exercised into 235 shares of common stock at an exercise price of $0.

In a related transaction the same day, 72 shares of common stock were withheld at a price of $5.64 per share to cover tax obligations, leaving Conway with 2,072 shares of common stock held directly. The RSUs came from a grant of 9,390 units made on January 20, 2023, which fully vested on February 2, 2026 under the terms of the company’s merger agreement with XOMA Royalty Corporation and its subsidiary XRA 7 Corp.

Generation Bio Co. director Geoff McDonough reported equity activity tied to restricted stock units on February 2, 2026. A total of 1,582 restricted stock units vested and converted into the same number of common shares at an exercise price of $0, increasing his direct common stock holdings.

To cover tax obligations from this vesting, 550 common shares were disposed of at $5.64 per share, leaving McDonough with 138,492 common shares held directly. He also has indirect beneficial ownership of 22,646 shares through the McDonough Family 2018 Irrevocable Trust and 27,500 shares through the McDonough Family 2020 Irrevocable Trust.

The vested units come from a grant of 8,437 restricted stock units awarded on January 20, 2023, which became fully vested on February 2, 2026 under the terms of a merger agreement among Generation Bio, XOMA Royalty Corporation and a subsidiary.

Generation Bio Co.'s interim CEO and President, Yalonda Howze, reported equity award activity tied to a merger-related vesting event. On February 2, 2026, 1,673 restricted stock units vested and were converted into the same number of common shares at an exercise price of $0.

To cover tax withholding on this vesting, 495 common shares were withheld at a price of $5.64 per share, reducing her directly held common stock to 3,759 shares. The filing notes these RSUs came from a 53,550-unit grant made on April 5, 2023, and that under a December 15, 2025 merger agreement with XOMA Royalty Corporation and its subsidiary, all outstanding and unvested company RSUs became fully vested on February 2, 2026.

Generation Bio Co.'s Chief Financial Officer, Kevin John Conway, reported routine equity compensation activity. On January 15, 2026, 59 restricted stock units converted into 59 shares of common stock, reflecting vesting of a prior equity grant. On the same date, 17 shares of common stock were disposed of at $5.64 per share in a transaction coded "F", which typically indicates shares withheld to cover taxes on the vesting event.

After these transactions, Conway beneficially owned 1,909 shares of common stock directly and 235 restricted stock units. The underlying grant of 9,390 restricted stock units was originally made on January 20, 2023 and vests over four years, with 25% having vested on January 15, 2024 and the remainder vesting in equal quarterly installments.

Generation Bio Co. director Geoff McDonough reported changes in his holdings of the company’s common stock on January 15, 2026. A block of 395 restricted stock units converted into the same number of common shares, reflecting previously granted equity that is now vested.

To cover taxes on this vesting, 137 common shares were withheld at a price of $5.64 per share. After these transactions, McDonough directly holds 137,460 common shares, with additional indirect holdings of 22,646 shares through the McDonough Family 2018 Irrevocable Trust and 27,500 shares through the McDonough Family 2020 Irrevocable Trust.

Generation Bio Co. chief legal officer Yalonda Howze reported equity award activity involving company stock. On January 15, 2026, 335 restricted stock units vested and were converted into 335 shares of common stock at an exercise price of $0. After this transaction, she directly held 2,680 shares of Generation Bio common stock.

On the same date, she disposed of 99 shares of common stock in a transaction coded "F" at a price of $5.64 per share, typically used to indicate shares withheld or sold to cover taxes. Following these transactions, she directly owned 2,581 shares of common stock and 1,673 restricted stock units. Each restricted stock unit represents the right to receive one share of common stock, and the original 53,550-unit grant from April 5, 2023 vests over four years with an initial 25% vesting on April 15, 2024 and the remainder vesting in equal quarterly installments.

Generation Bio Co. (GBIO) director and former Chief Executive Officer & President reported equity transactions tied to the acceleration of restricted stock unit vesting upon resignation on 10/31/2025. A total of 659 shares of common stock were acquired through RSU vesting, with 293 shares disposed of at $5.51 per share, typically reflecting shares withheld to cover taxes. Following these transactions, the reporting person directly owns 137,202 shares of common stock, with additional indirect holdings of 22,646 shares through the McDonough Family 2018 Irrevocable Trust and 27,500 shares through the McDonough Family 2020 Irrevocable Trust.

Generation Bio (GBIO): A company insider filed a Form 4 stating he will no longer serve as chief scientific officer effective October 31, 2025. The filing notes that, as a result, he will no longer be subject to Section 16 for Generation Bio equity transactions.

The report indicates future insider transaction reports on Forms 4 or 5 by this individual will cease following this change in role.

Generation Bio (GBIO) filed a Form 4 indicating an executive transition. The reporting person, who served as Chief Operating Officer, will no longer hold that role effective October 31, 2025. As a result, she will no longer be subject to Section 16 reporting for transactions in Generation Bio equity.

This change means the insider will cease filing Forms 4 and 5 related to Generation Bio securities. The filing does not detail any share transactions in the provided excerpt.

Generation Bio (GBIO) Chief Scientific Officer reported routine equity transactions on 10/15/2025. 114 shares of common stock were issued upon settlement of restricted stock units (code M), and 34 shares were withheld to cover taxes at $6.71 per share (code F). Following these transactions, the officer directly owned 14,138 common shares.

The filing notes a one-for-10 reverse stock split effected on July 21, 2025. The RSU grant from January 20, 2023 vests over four years; 573 RSUs remained beneficially owned after the reported activity.

Generation Bio (GBIO) President & CEO and Director reported Form 4 activity on 10/15/2025. The filing shows an M transaction converting 527 restricted stock units into common shares and an F transaction disposing of 155 shares at $6.71.

Following these transactions, the reporting person directly holds 136,836 common shares and indirectly holds 22,646 and 27,500 shares via the 2018 and 2020 family trusts, respectively. Derivative holdings include 2,636 RSUs. Amounts reflect the one-for-10 reverse stock split effective July 21, 2025.

Generation Bio (GBIO) reported an insider transaction by its Chief Legal Officer on October 15, 2025. The officer settled 334 shares of common stock upon the vesting/settlement of restricted stock units (code M). To cover taxes, 99 shares were withheld at $6.71 (code F).

Following these transactions, the officer directly owned 2,345 shares of common stock and held 2,008 restricted stock units. The filing notes amounts reflect the one-for-10 reverse stock split effected on July 21, 2025. The underlying RSU grant was 5,355 units from April 5, 2023, vesting 25% on April 15, 2024, with the remainder vesting in equal quarterly installments thereafter.

Generation Bio (GBIO) reported insider activity for its Chief Operating Officer on a Form 4. On 10/15/2025, 159 shares of common stock were acquired upon RSU vesting, and 47 shares were disposed at $6.71 to cover taxes. After these transactions, the officer directly owns 3,658 shares, with 795 RSUs remaining. The reported amounts reflect the issuer’s 1-for-10 reverse stock split effective 07/21/2025.

Generation Bio (GBIO) reported an insider transaction by its Chief Financial Officer on 10/15/2025. The filing shows 58 shares of common stock were acquired following the settlement of restricted stock units (Code M), and 18 shares were disposed of at $6.71 (Code F). Following these transactions, the officer directly owned 1,867 shares.

The report notes a one-for-10 reverse stock split effected on July 21, 2025. It also references a grant of 939 restricted stock units made on January 20, 2023, with 25% vested on January 15, 2024, and the remainder vesting in equal quarterly installments thereafter.