Christensen Gustav 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Gustav Christensen Sells Shares
What Happened Gustav Christensen, a director of Generation Bio Co. (GBIO), disposed of a total of 33,262 shares on Feb 9, 2026 as part of the company’s tender offer and merger with XOMA Royalty Corporation. The shares were exchanged for $4.2913 per share in cash (approximately $142,737) plus one non-tradeable contingent value right (CVR) per share. The CVRs carry an estimated maximum contingent payment of $25.01 each, meaning the contingent component could add up to roughly $831,883 and bring the total potential consideration to about $975,000. Some of the reported dispositions were labeled as derivative transactions — reflecting automatic cash settlement/cancellation of in‑the‑money options under the merger agreement.
Key Details
- Transaction date: February 9, 2026 (Effective Time of the merger).
- Shares disposed: 33,262 total (individual line items shown on the Form 4).
- Cash price: $4.2913 per share; immediate cash received ≈ $142,737.
- CVR: one non‑tradeable CVR per share; estimated maximum contingent value $25.01/CVR (additional potential ≈ $831,883).
- Transaction codes on the filing: U (change in control disposition) and D (disposition to the issuer); several dispositions marked as derivative (resulting from option cancellation/settlement).
- Shares owned after the transaction: not specified in the Form 4.
- Filing timeliness: Form 4 filed on Feb 9, 2026 (same date as the transactions), indicating timely reporting.
Context
- This was a merger/tender-offer settlement, not an open‑market sale; proceeds were paid by the acquirer per the Merger Agreement (cash + CVR). Under the agreement, in‑the‑money options were converted into cash payments and out‑of‑the‑money options were cancelled for no consideration.
- Such merger-related dispositions are routine corporate-transaction outcomes and do not, by themselves, indicate the insider’s view on future stock performance.
Insider Transaction Report
Form 4Exit
Christensen Gustav
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−13,142→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−3,000→ 0 totalExercise: $3.87→ Common Stock (3,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−5,200→ 0 totalExercise: $190.00→ Common Stock (5,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−1,500→ 0 totalExercise: $265.90→ Common Stock (1,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−1,920→ 0 totalExercise: $61.90→ Common Stock (1,920 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−2,500→ 0 totalExercise: $48.30→ Common Stock (2,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−6,000→ 0 totalExercise: $33.20→ Common Stock (6,000 underlying)
Footnotes (4)
- [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]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.
- [F4]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.
Signature
/s/ Shawna-Gay White, Attorney-in-Fact|2026-02-09