Welcome to our dedicated page for Generation Bio Co. SEC filings (Ticker: GBIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page compiles U.S. SEC filings for Generation Bio Co. (NASDAQ: GBIO), a biotechnology company based in Cambridge, Massachusetts that focuses on T cell-driven autoimmune diseases. These regulatory documents provide detailed information on the company’s operations, financial condition, governance and transaction activity.
Generation Bio’s current reports on Form 8-K are particularly important for tracking material events. Recent 8-K filings describe quarterly financial results, including cash, cash equivalents and marketable securities, research and development expenses, general and administrative expenses and net loss. Other 8-Ks outline leadership changes, consulting arrangements with senior executives and lease-related matters.
A key 8-K filed on December 15, 2025 discloses an Agreement and Plan of Merger with XOMA Royalty Corporation and a wholly owned XOMA subsidiary. This filing details the structure of a tender offer for all outstanding shares of Generation Bio common stock, the subsequent merger in which Generation Bio would become a wholly owned subsidiary of XOMA Royalty, and the associated contingent value rights (CVRs). It also describes conditions to closing, treatment of equity awards, non-solicitation provisions, termination rights and the role of tender and support agreements with certain stockholders.
Through this filings page, users can access Generation Bio’s 8-Ks and other SEC documents as they become available from EDGAR. AI-powered tools on the platform can help summarize lengthy filings, highlight key terms in merger agreements, and surface information on topics such as transaction structure, listing status, compensation arrangements and financial reporting, enabling a more efficient review of GBIO’s regulatory disclosures.
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
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
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
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
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. filed a post-effective amendment to its Form S-3 shelf registration to formally end a prior securities program after being acquired. The original shelf had registered up to $600,000,000 of common stock, preferred stock, debt securities, warrants and units, including up to $237,000,000 of common stock under a sales agreement with TD Securities (USA), LLC.
On February 9, 2026, XRA 7 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, merged with and into Generation Bio, leaving Generation Bio as a wholly owned subsidiary of XOMA Royalty Corporation. Because of this merger, Generation Bio terminated all offerings under the shelf registration and, through this amendment, deregistered all securities that had been registered but remained unsold. After this change, no securities remain registered under that S-3 registration statement.
Generation Bio Co. has been acquired by XOMA Royalty Corporation. Parent’s tender offer closed with 4,722,533 shares, about 70% of the common stock, validly tendered. Each share is being exchanged for $4.2913 in cash plus one non-tradeable contingent value right (CVR).
Following the tender, a short-form merger under Delaware law made Generation Bio a wholly owned subsidiary of XOMA, and all remaining shares were converted into the same cash-and-CVR consideration. The company has requested delisting from Nasdaq and plans to terminate its SEC reporting obligations.
In connection with the takeover, all prior directors resigned and Owen Hughes became sole director and officer. The company terminated its ATM equity program and all stock incentive and purchase plans. It also agreed to pay about $21.5 million to terminate its headquarters lease, while the landlord will return a roughly $2 million letter of credit.