Geoff Mcdonough - 09 Feb 2026 Form 4 Insider Report for Generation Bio Co. (GBIO)

Role
Director
Signature
/s/ Shawna-Gay White, Attorney-in-Fact
Issuer symbol
GBIO
Transactions as of
09 Feb 2026
Net transactions value
$0
Form type
4
Filing time
09 Feb 2026, 17:36:24 UTC
Previous filing
04 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
MCDONOUGH GEOFF Director C/O GENERATION BIO CO., 301 BINNEY ST, SUITE 401, CAMBRIDGE /s/ Shawna-Gay White, Attorney-in-Fact 09 Feb 2026 0001732701

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GBIO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -138,492 -100% 0 09 Feb 2026 Direct F1, F2
transaction GBIO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -22,646 -100% 0 09 Feb 2026 By 2018 Trust F1, F2, F3
transaction GBIO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -27,500 -100% 0 09 Feb 2026 By 2020 Trust F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GBIO Stock Option (right to buy) Disposed to Issuer -19,903 -100% 0 09 Feb 2026 Common Stock 19,903 $51.58 Direct F5
transaction GBIO Stock Option (right to buy) Disposed to Issuer -25,099 -100% 0 09 Feb 2026 Common Stock 25,099 $302.50 Direct F5
transaction GBIO Stock Option (right to buy) Disposed to Issuer -37,499 -100% 0 09 Feb 2026 Common Stock 37,499 $64.90 Direct F5
transaction GBIO Stock Option (right to buy) Disposed to Issuer -50,624 -100% 0 09 Feb 2026 Common Stock 50,624 $18.60 Direct F5
transaction GBIO Stock Option (right to buy) Disposed to Issuer -90,168 -100% 0 09 Feb 2026 Common Stock 90,168 $9.26 Direct F5
transaction GBIO Stock Option (right to buy) Disposed to Issuer -16,874 -100% 0 09 Feb 2026 Common Stock 16,874 $47.05 Direct F5
transaction GBIO Stock Option (right to buy) Disposed to Issuer -24,046 -100% 0 09 Feb 2026 Common Stock 24,046 $13.90 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Geoff Mcdonough is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Generation Bio. Co. (the "Issuer"), XOMA Royalty Corporation ("Parent") and Parent's wholly-owned subsidiary, XRA 7 Corp. ("Merger Sub"), dated as of December 15, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for (i) a purchase price of $4.2913 per Share to the stockholders in cash, without interest and less any applicable tax withholding (the "Cash Amount"), plus (ii) one non-tradeable contingent value right per Share (the "CVR"),
F2 (continued from footnote 1) which represents the right to receive certain contingent payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent, with an estimated maximum contingent consideration amount of $25.01 per CVR (the Cash Amount plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, effective as of February 9, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
F3 The securities are directly held by the McDonough Family 2018 Irrevocable Trust, or the 2018 Trust. The reporting person is the settlor of the 2018 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2018 Trust, and the 2018 Trust is for the benefit of Graeme and Owen McDonough.
F4 The securities are directly held by the McDonough Family 2020 Irrevocable Trust, or the 2020 Trust. The reporting person is the settlor of the 2020 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2020 Trust, and the 2020 Trust is for the benefit of Allison, Graeme and Owen McDonough.
F5 Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was equal to or greater than the Cash Amount was automatically cancelled for no consideration.