Ph.D. Noubar B. Afeyan - 26 Feb 2026 Form 3 Insider Report for Generate Biomedicines, Inc. (GENB)

Role
Director, 10%+ Owner
Signature
/s/ Noubar B. Afeyan, Ph.D.
Issuer symbol
GENB
Transactions as of
26 Feb 2026
Net transactions value
$0
Form type
3
Filing time
26 Feb 2026, 21:50:50 UTC
Previous filing
15 Dec 2025
SEC
View on sec.gov

Reporting Owners (8)

Name Relationship Address Signature Signature date CIK
AFEYAN NOUBAR Director, 10%+ Owner 55 CAMBRIDGE PARKWAY,, SUITE 800E, CAMBRIDGE /s/ Noubar B. Afeyan, Ph.D. 26 Feb 2026 0001222012
Flagship Pioneering, LLC 10%+ Owner 55 CAMBRIDGE PARKWAY, SUITE 800E, CAMBRIDGE Flagship Pioneering, LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager 26 Feb 2026 0001400240
Flagship VentureLabs VI Manager LLC 10%+ Owner 55 CAMBRIDGE PARKWAY, SUITE 800E, CAMBRIDGE Flagship VentureLabs VI Manager LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager 26 Feb 2026 0001860060
Flagship Pioneering Fund VI General Partner LLC 10%+ Owner 55 CAMBRIDGE PARKWAY, SUITE 800E, CAMBRIDGE Flagship Pioneering Fund VI General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager 26 Feb 2026 0001724957
Flagship Pioneering Fund VII General Partner LLC 10%+ Owner 55 CAMBRIDGE PARKWAY, SUITE 800E, CAMBRIDGE Flagship Pioneering Fund VII General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager 26 Feb 2026 0001805917
Nutritional Health LTP Fund General Partner LLC 10%+ Owner 55 CAMBRIDGE PARKWAY, SUITE 800E, CAMBRIDGE Nutritional Health LTP Fund General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager 26 Feb 2026 0001780951
Flagship Pioneering Special Opportunities Fund II General Partner LLC 10%+ Owner 55 CAMBRIDGE PARKWAY, SUITE 800E, CAMBRIDGE Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Title: Sole Member and Manager of Manager of Manager 26 Feb 2026 0001826217
FPN General Partner LLC 10%+ Owner 55 CAMBRIDGE PARKWAY, SUITE 800E, CAMBRIDGE FPN General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager 26 Feb 2026 0001860059

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GENB Common Stock 25,016,458 26 Feb 2026 By Flagship VentureLabs VI, LLC F1

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
holding GENB Series A Preferred Stock 26 Feb 2026 Common Stock 12,168,390 By Flagship Pioneering Fund VI, L.P. F2, F3
holding GENB Series A Preferred Stock 26 Feb 2026 Common Stock 11,202,248 By Flagship Pioneering Fund VII, L.P. F2, F4
holding GENB Series A Preferred Stock 26 Feb 2026 Common Stock 987,491 By Nutritional Health LTP Fund, L.P. F2, F5
holding GENB Series B Preferred Stock 26 Feb 2026 Common Stock 555,550 By Flagship Pioneering Fund VI, L.P. F2, F3
holding GENB Series B Preferred Stock 26 Feb 2026 Common Stock 833,325 By Flagship Pioneering Fund VII, L.P. F2, F4
holding GENB Series B Preferred Stock 26 Feb 2026 Common Stock 1,944,427 By Flagship Pioneering Special Opportunities Fund II, L.P. F2, F6
holding GENB Series B Preferred Stock 26 Feb 2026 Common Stock 1,388,876 By FPN II, L.P. F2, F7
holding GENB Series C Preferred Stock 26 Feb 2026 Common Stock 1,666,651 By Flagship Pioneering Fund VII, L.P. F2, F4
holding GENB Series C Preferred Stock 26 Feb 2026 Common Stock 833,325 By Flagship Pioneering Special Opportunities Fund II, L.P. F2, F6
holding GENB Series C Preferred Stock 26 Feb 2026 Common Stock 1,388,876 By FPN II, L.P. F2, F7
holding GENB Stock Option (Right to Buy) 26 Feb 2026 Common Stock 32,916 $7.25 Direct F8
holding GENB Stock Option (Right to Buy) 26 Feb 2026 Common Stock 32,916 $9.15 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Securities held by Flagship VentureLabs VI LLC ("VentureLabs VI"). Flagship VentureLabs VI Manager LLC ("VentureLabs VI Manager") is the manager of VentureLabs VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of VentureLabs VI Manager. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F2 Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-1.5190 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.
F3 Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F4 Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). 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. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F5 Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F6 Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F7 Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
F8 The shares underlying this option vest in sixteen equal quarterly installments following February 1, 2024, subject to the Reporting Person's continued service on each such vesting date.
F9 The shares underlying this option vest in sixteen equal quarterly installments following February 1, 2025, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Form 2 of 2: This is the second of two Forms 3 being filed relating to the same event. The Form 3 is being split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 is filed by Designated Filer Noubar Afeyan.