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.
Generation Bio Co. filings document the regulatory record for GBIO’s biotechnology business and subsequent public-company status changes. Form 8-K disclosures cover quarterly operating results, material agreements, executive and governance changes, lease termination matters, equity compensation actions, and capital-structure items including the reverse stock split.
Form 25 and Form 15 records document exchange-listing and Exchange Act registration matters for the company’s common stock. Those filings address the removal of the common stock from Nasdaq listing and the certification and notice process for termination of registration or suspension of reporting duties.
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.
Generation Bio Co. has completed its sale to XOMA Royalty Corporation. Stockholders who tendered their shares in the offer will receive $4.2913 in cash per share, plus one non-tradeable contingent value right that may pay additional cash if certain future conditions are met.
The tender offer expired on February 6, 2026, with 4,722,533 shares validly tendered, representing about 70% of the company’s outstanding common stock and satisfying the minimum condition. On February 9, 2026, a follow-on merger was completed, making Generation Bio a wholly owned subsidiary of XOMA Royalty Corporation.
Each remaining share (with limited exceptions such as treasury shares and properly perfected appraisal shares) was automatically converted into the right to receive the same offer price. Generation Bio’s shares will be delisted from Nasdaq, and the company plans to terminate its SEC registration and ongoing reporting obligations.
XOMA Royalty Corporation and its subsidiary XRA 7 Corp. have completed their tender offer and merger to acquire Generation Bio Co. for $4.2913 in cash plus one contingent value right (CVR) per share. The offer expired on February 6, 2026, with about 4,722,533 shares, or roughly 70% of the company, validly tendered. All tendered shares have been accepted and paid for, and a merger under Delaware law closed on February 9, 2026, making Generation Bio a wholly owned subsidiary of XOMA. Remaining untendered shares (with limited exceptions) were converted into the right to receive the same cash-and-CVR consideration. Generation Bio’s stock has stopped trading on Nasdaq, and the company is moving to delist and deregister its shares and suspend its SEC reporting obligations.
Generation Bio Co. filed a Form 25 through Nasdaq Stock Market LLC to remove its common stock from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. This means its common stock will no longer be listed on the Nasdaq exchange once the process is completed.
Generation Bio Co. received a new ownership disclosure from Baselake-affiliated investors. Baselake Partners, LP, Baselake Management, LLC, and individual investor David Paolella report beneficial ownership of 350,000 shares of Generation Bio common stock, representing 5.2% of the outstanding shares.
The shares are held by Baselake Partners, LP, with Baselake Management, LLC as investment manager and Paolella as managing member, giving them shared voting and dispositive power over the position. The percentage is based on 6,737,899 shares outstanding as of October 31, 2025, and the filers state the shares are not held to change or influence control of the company.
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.
XOMA Royalty Corporation and its subsidiary XRA 7 Corp. have filed Amendment No. 2 to their tender offer for all outstanding shares of Generation Bio Co. at $4.2913 in cash plus one contingent value right (CVR) per share. Each CVR may entitle holders to future cash payments if specified events occur under a CVR Agreement. The Buyer Entities state they did not obtain an independent valuation or material non-public analysis of potential CVR proceeds and are relying on Generation Bio’s own estimate. They emphasize that they cannot predict whether any CVR proceeds will ever be paid, or in what amount or timing. The amendment explains that any Net Cash Shortfall can only be recovered from CVR proceeds that would otherwise become payable, and CVR holders will only learn of such a shortfall if it reduces a payment. It also confirms that all offer conditions are for the Buyer Entities’ benefit, that the minimum tender and termination conditions cannot be waived, and that if any condition is triggered the Buyer Entities will promptly inform stockholders whether they intend to assert or waive it.
Generation Bio filed an amended Schedule 14D‑9 describing a cash‑and‑CVR tender offer by XOMA Royalty’s subsidiary to acquire all outstanding shares. Stockholders are offered $4.2913 in cash per share, without interest and less taxes, plus one non‑tradable contingent value right (CVR) for each share.
The CVRs entitle holders to potential future cash milestone payments tied to final net cash, resolution of the Binney lease, proceeds from the Moderna collaboration, and monetization of legacy assets over defined multi‑year periods, subject to detailed formulas and caps. The company notes there is no assurance any CVR payments will be received.
The filing outlines a broad sale process involving numerous potential buyers and competing bids, culminating in an exclusivity agreement and negotiated merger terms with XOMA Royalty. The board’s transaction committee and full board evaluated upfront cash, CVR structures, counterparty credibility, and timing before unanimously determining the offer and merger are fair and in stockholders’ best interests and recommending that holders tender their shares.
Generation Bio also reviewed a management “dissolution scenario,” estimating potential liquidation distributions versus continuing as a going concern, and received a fairness opinion from TD Cowen concluding that the combined cash and CVR consideration is fair from a financial point of view to stockholders.