Conway Kevin John 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) CFO Kevin Conway Sells 58,117 Shares in Merger
What Happened
Kevin John Conway, Chief Financial Officer of Generation Bio Co. (GBIO), disposed of a total of 58,117 shares on Feb 9, 2026 in connection with the company’s change of control/merger with XOMA Royalty Corporation. Under the merger terms, each tendered share received $4.2913 in cash (total cash ≈ $249,400) plus one non-tradeable contingent value right (CVR) per share. The CVR carries an estimated maximum contingent consideration of $25.01 per CVR (total potential contingent amount ≈ $1.45M), but payment of CVR consideration is conditional.
Key Details
- Transaction date: February 9, 2026 (effective time of merger)
- Cash consideration per share: $4.2913; total cash received for 58,117 shares ≈ $249,400
- CVR: one non-tradeable contingent value right per share; estimated maximum contingent value $25.01 per CVR (total potential ≈ $1.45M), contingent on future conditions
- Transaction types reported: U (Disposition in change of control) and D (Disposition to the issuer — tendered shares)
- Shares owned after transaction: not specified in the provided filing excerpt
- Filing timeliness: Reported with period and filing date of Feb 9, 2026 — no late filing indicated in the provided data
- Footnote re options: Per the merger agreement, any outstanding unexercised options with exercise prices ≥ the cash amount were automatically cancelled for no consideration
Context
- These were dispositions as part of a corporate merger/tender offer — not open-market sales. The per-share cash price and CVR structure were set by the merger agreement rather than market trades.
- The CVRs are non-tradeable and contingent; any additional payments depend on the CVR agreement and are not guaranteed.
- Footnote 3 indicates some options were cancelled without payment, which can affect an insider’s remaining equity exposure.
This summary is factual and based on the Form 4 filing details and merger footnotes; it does not speculate on the insider's motives.
Insider Transaction Report
Form 4Exit
Conway Kevin John
CHIEF FINANCIAL OFFICER
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−2,072→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−1,192→ 0 totalExercise: $63.59→ Common Stock (1,192 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−283→ 0 totalExercise: $51.58→ Common Stock (283 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−1,061→ 0 totalExercise: $190.00→ Common Stock (1,061 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−621→ 0 totalExercise: $302.50→ Common Stock (621 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−1,399→ 0 totalExercise: $316.90→ Common Stock (1,399 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−2,585→ 0 totalExercise: $64.90→ Common Stock (2,585 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−2,800→ 0 totalExercise: $81.80→ Common Stock (2,800 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−5,940→ 0 totalExercise: $18.60→ Common Stock (5,940 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−200→ 0 totalExercise: $42.90→ Common Stock (200 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−249→ 0 totalExercise: $31.60→ Common Stock (249 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−35,525→ 0 totalExercise: $9.26→ Common Stock (35,525 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−1,877→ 0 totalExercise: $47.05→ Common Stock (1,877 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−550→ 0 totalExercise: $50.60→ Common Stock (550 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−1,763→ 0 totalExercise: $13.90→ Common Stock (1,763 underlying)
Footnotes (3)
- [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 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