Cooper Ronald Harold Wilfred 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Ronald Cooper Sells Shares
What Happened
- Ronald Harold Wilfred Cooper, a director of Generation Bio Co. (GBIO), disposed of a total of 17,370 shares on February 9, 2026 in connection with the company’s tender offer and merger. He received the merger cash amount of $4.2913 per share (approximately $74,540 total) and one non-tradeable contingent value right (CVR) per share. The CVRs carry an estimated maximum contingent consideration of $25.01 each, subject to the CVR agreement’s terms and conditions.
- The filing shows two types of dispositions: 950 shares in a change-of-control disposition (shares tendered) and derivative dispositions totalling 16,420 shares (likely option/cash conversions under the merger). Per the Merger Agreement, in‑the‑money options were cashed out and out‑of‑the‑money options were cancelled.
Key Details
- Transaction date: February 9, 2026 (Effective Time of the merger).
- Cash price received: $4.2913 per share (~$74,540 total for 17,370 shares).
- Contingent consideration: 1 CVR per share; estimated maximum contingent value $25.01 per CVR (contingent, non-tradeable).
- Breakdown: 950 shares (change-of-control disposition) + 16,420 derivative dispositions (options converted/cancelled) = 17,370 total shares.
- Shares owned after the transaction: not reported in the provided filing excerpt.
- Relevant footnotes: F1–F4 describe the Merger Agreement, the cash + CVR consideration, conversion/cash-out of in‑the‑money options, and cancellation of other options.
- Filing timeliness: Filing and transaction date are the same (Feb 9, 2026), indicating a timely report in this excerpt.
Context
- This was a merger/tender‑offer related disposition, not an open‑market sale. The cash received reflects the tender/merger consideration; the additional CVRs are contingent and may never pay out or may pay less than the estimated maximum.
- The derivative dispositions reflect the Merger Agreement’s treatment of outstanding options (automatic cash‑out of in‑the‑money options; cancellation of others), not a standard option exercise or voluntary sale by the director.
- For retail investors: merger-driven dispositions are routine and often reflect deal terms rather than the insider’s view of the company’s future performance.
Insider Transaction Report
Form 4Exit
Cooper Ronald Harold Wilfred
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−950→ 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]2026-02-09−3,000→ 0 totalExercise: $402.00→ Common Stock (3,000 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