Cooper Ronald Harold Wilfred 4

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.