Conway Kevin John 4

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.