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Generate Biomedicines (GENB) CEO adds options and IPO conversion shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Generate Biomedicines, Inc. director and CEO Michael Nally reported several insider equity transactions. An entity associated with him, the MTN 2024 GST Trust, converted 1,000,000 shares of Series A Preferred Stock into 658,327 shares of Common Stock at no per-share price upon the company’s initial public offering on March 2, 2026, and he disclaims beneficial ownership of those trust-held shares except for any pecuniary interest.

Separately, Nally received two direct stock option awards, each covering 844,595 shares, on February 26, 2026, as grants at a stated exercise price of $0.00 per share. One option vests in two equal installments on February 19, 2029 and February 19, 2030, and the other vests in 48 equal monthly installments after February 19, 2026, in each case subject to his continued service. As of February 26, 2026, he held 552,707 shares of Common Stock directly and 999,793 shares indirectly through the MTN 2024 GRAT.

Positive

  • None.

Negative

  • None.
Insider Nally Michael
Role Chief Executive Officer
Type Security Shares Price Value
Conversion Series A Preferred Stock 1,000,000 $0.00 --
Conversion Common Stock 658,327 $0.00 --
Grant/Award Stock Option (Right to Buy) 844,595 $0.00 --
Grant/Award Stock Option (Right to Buy) 844,595 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series A Preferred Stock — 0 shares (Indirect, By MTN 2024 GST Trust); Common Stock — 1,316,654 shares (Indirect, By MTN 2024 GST Trust); Stock Option (Right to Buy) — 844,595 shares (Direct); Common Stock — 552,707 shares (Direct)
Footnotes (1)
  1. Each share of Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Series A Preferred Stock had no expiration date. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares underlying this option shall vest in two equal installments on each of February 19, 2029 and February 19, 2030, subject to the Reporting Person's continued service on each such vesting date. The shares underlying this option shall vest in forty-eight equal monthly installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Nally Michael

(Last) (First) (Middle)
GENERATE BIOMEDICINES, INC.
101 SOUTH STREET, SUITE 900

(Street)
SOMERVILLE MA 02143

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Generate Biomedicines, Inc. [ GENB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
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 03/02/2026 C 658,327 A (1) 1,316,654 I By MTN 2024 GST Trust(2)
Common Stock 552,707 D
Common Stock 999,793 I By MTN 2024 GRAT(2)
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) $16 02/26/2026 A 844,595 (3) 02/25/2036 Common Stock 844,595 $0 844,595 D
Stock Option (Right to Buy) $16 02/26/2026 A 844,595 (4) 02/25/2036 Common Stock 844,595 $0 844,595 D
Series A Preferred Stock (1) 03/02/2026 C 1,000,000 (1) (1) Common Stock 658,327 $0 0 I By MTN 2024 GST Trust(2)
Explanation of Responses:
1. Each share of Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Series A Preferred Stock had no expiration date.
2. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
3. The shares underlying this option shall vest in two equal installments on each of February 19, 2029 and February 19, 2030, subject to the Reporting Person's continued service on each such vesting date.
4. The shares underlying this option shall vest in forty-eight equal monthly installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date.
/s/ Michael Wolf, Attorney-in-Fact 03/02/2026
** 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 4 (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.

FAQ

What insider transactions did GENB CEO Michael Nally report on this Form 4?

Michael Nally reported an automatic conversion of preferred stock into common shares through a trust and two large stock option grants. The filing also updates his direct and indirect common stock holdings, reflecting his overall equity exposure to Generate Biomedicines after its initial public offering.

How many Generate Biomedicines shares were issued in the preferred stock conversion?

The MTN 2024 GST Trust converted 1,000,000 Series A Preferred shares into 658,327 Common shares. The conversion occurred automatically at the closing of Generate Biomedicines’ initial public offering, at a stated one-for-1.5190 ratio, and carried a reported per-share price of $0.00.

What stock option grants did GENB award to CEO Michael Nally?

Michael Nally received two stock option awards, each for 844,595 shares, on February 26, 2026. Both options have a reported exercise price of $0.00 per share and vest over long-term schedules tied to his continued service with Generate Biomedicines, Inc. as an executive.

How do the new GENB stock options for Michael Nally vest over time?

One option vests in two equal installments on February 19, 2029 and February 19, 2030. The second option vests in 48 equal monthly installments following February 19, 2026, with both vesting schedules conditioned on Michael Nally’s continued service at Generate Biomedicines, Inc.

What are Michael Nally’s direct and indirect GENB common stock holdings after these transactions?

After the reported transactions on February 26, 2026, Michael Nally directly held 552,707 shares of Common Stock. Indirectly, he was reported as having 999,793 shares held through the MTN 2024 GRAT, in addition to trust-held shares where he disclaims beneficial ownership except for pecuniary interest.

Does Michael Nally fully claim beneficial ownership of the GENB shares held by the MTN 2024 GST Trust?

No, the filing states he disclaims beneficial ownership of shares held by the MTN 2024 GST Trust. He acknowledges only any pecuniary interest, if any, for Section 16 purposes, clarifying that the trust, not he personally, is treated as holding those Generate Biomedicines shares.