Jason P. Rhodes - 09 Feb 2026 Form 4 Insider Report for Generation Bio Co. (GBIO)

Reporting relationship: Director
Issuer ticker: GBIO
Reported as of: 09 Feb 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 09 Feb 2026, 17:41:00 UTC
Prior SEC filing: 06 Jun 2025
Next SEC filing: 22 Apr 2026
Source filing: View source filing
Reporting owner signature: /s/ Shawna-Gay White, Attorney-in-Fact

Key filing fact

Jason P. Rhodes filed Form 4 for Generation Bio Co. (GBIO) on 09 Feb 2026.

Key facts

This page summarizes Jason P. Rhodes's Form 4 filing for Generation Bio Co. (GBIO).
9 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 09 Feb 2026, 17:41.

Change

Previous filing in this sequence was filed on 06 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001577014 Primary reporting owner

Rhodes Jason P

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GBIO transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -711,193
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: See Footnote
Footnotes: F1, F2, F3

GBIO transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -116,693
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: See Footnote
Footnotes: F1, F2, F4

GBIO transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -60
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: See Footnote
Footnotes: F1, F2, F5

GBIO holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GBIO transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -3,000
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,000
Exercise price: $3.87
Footnotes: F6

GBIO transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -5,200
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,200
Exercise price: $190.00
Footnotes: F7

GBIO transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -1,500
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,500
Exercise price: $265.90
Footnotes: F7

GBIO transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -1,920
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,920
Exercise price: $61.90
Footnotes: F7

GBIO transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -2,500
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,500
Exercise price: $48.30
Footnotes: F7

GBIO transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -6,000
Change %: -100%
Price
Shares after: 0
Date: 09 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 6,000
Exercise price: $33.20
Footnotes: F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jason P. Rhodes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote 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"),

Footnote 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.

Footnote F3

The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. The Reporting Person is a member of AVA X LLC and disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of his pecuniary interest therein, if any.

Footnote F4

The shares are owned directly by Atlas Venture Opportunity Fund I, L.P. ("AVOF I"). Atlas Venture Associates Opportunity I, L.P. ("AVAO LP") is the general partner of AVOF I. Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVOF I, except to the extent of his pecuniary interest therein, if any.

Footnote F5

The shares are held directly by Atlas Venture Associates Opportunity I, L.P. ("AVAO LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVAO LP, except to the extent of his pecuniary interest therein, if any.

Footnote F6

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 ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Cash Amount (each, an "In-The-Money Option"), became fully vested and was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share of Common Stock underlying such In-the-Money Option at the Effective Time by (y) the number of shares of Common Stock underlying such In-the-Money Option at the Effective Time.

Footnote F7

Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Issuer Option 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.