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Generate Biomedicines (NASDAQ: GENB) holder reports 1.56M-share stake

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Pioneering Medicines 02, LLC, a major holder of Generate Biomedicines, Inc., reported indirect ownership of 1,562,500 shares of Common Stock. The filing is an initial ownership report, not a new trade, and notes a control chain through various Flagship Pioneering entities with beneficial ownership disclaimed beyond any pecuniary interest.

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Insider Pioneering Medicines 02, LLC
Role 10% Owner
Type Security Shares Price Value
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,562,500 shares (Indirect, By Pioneering Medicines 02, LLC)
Footnotes (1)
  1. F1. Securities held by Pioneering Medicines 02, LLC ("PM02"). Charles R. Carelli, Jr., Chief Financial Officer of Flagship Pioneering, LLC ("Flagship Pioneering"), is the sole manager of PM02, and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") is its majority equity holder. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. The Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.

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FAQ

What does the GENB Form 3 filed by Pioneering Medicines 02, LLC show?

The Form 3 discloses initial ownership of GENB stock. Pioneering Medicines 02, LLC reports indirect beneficial ownership of 1,562,500 shares of Generate Biomedicines common stock, establishing its status as a significant, over-ten-percent holder without reporting any new purchase or sale.

How many Generate Biomedicines (GENB) shares does Pioneering Medicines 02, LLC report?

The filing reports 1,562,500 GENB common shares indirectly held. These shares are owned through Pioneering Medicines 02, LLC, reflecting a sizable position that qualifies the entity as a ten percent owner under SEC rules, with no transaction amount listed.

Is the GENB Form 3 a report of a new insider trade?

No, the GENB Form 3 is not a trade report. It records existing indirect ownership of 1,562,500 common shares by Pioneering Medicines 02, LLC, serving as an initial statement of beneficial ownership rather than documenting a new buy or sell transaction.

Does Pioneering Medicines 02, LLC fully claim beneficial ownership of its GENB shares?

The reporting person disclaims full beneficial ownership. It expressly disclaims beneficial ownership of the reported Generate Biomedicines shares, except to the extent of its pecuniary interest, clarifying that economic interest may be less than the full 1,562,500-share position.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Pioneering Medicines 02, LLC

(Last) (First) (Middle)
55 CAMBRIDGE PARKWAY,
SUITE 800E

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2026
3. Issuer Name and Ticker or Trading Symbol
Generate Biomedicines, Inc. [ GENB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,562,500 I By Pioneering Medicines 02, LLC(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Securities held by Pioneering Medicines 02, LLC ("PM02"). Charles R. Carelli, Jr., Chief Financial Officer of Flagship Pioneering, LLC ("Flagship Pioneering"), is the sole manager of PM02, and Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") is its majority equity holder. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. The Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.
Pioneering Medicines 02, LLC, By: /s/ Charles R. Carelli, Jr., Manager 03/12/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.