Howze Yalonda 4

What Happened
Howze Yalonda, Interim CEO and President of Generation Bio (GBIO), disposed of a total of 59,084 shares on February 9, 2026 as part of the company’s change-of-control transaction. The Form 4 reports multiple dispositions (including a change-of-control disposition of 3,759 shares and several dispositions to the issuer totaling 55,325 shares). Under the merger agreement, each tendered share was exchanged for $4.2913 in cash (total cash ≈ $253,547) plus one non-tradeable contingent value right (CVR) per share with an estimated maximum contingent value of $25.01 per CVR (aggregate potential contingent consideration ≈ $1.48M). Some outstanding options with exercise prices ≥ the cash amount were cancelled for no consideration per the merger terms.

Key Details

• Transaction date: February 9, 2026 (Effective Time of merger)
• Reported price on Form 4: listed as N/A for each line, but merger footnote discloses $4.2913 cash per share plus one CVR per share (max $25.01 per CVR)
• Shares disposed: 59,084 total (3,759 in change-of-control line; 10,710; 11,883; 25,102; 7,630 in dispositions to issuer)
• Estimated cash proceeds: ≈ $253,547; estimated maximum contingent value: ≈ $1,477,691 (not guaranteed)
• Shares owned after transaction: not specified in the filing
• Notable footnotes: transactions were part of a tender offer and subsequent merger; CVRs are non-tradeable contingent rights; certain unexercised options with exercise price ≥ $4.2913 were cancelled for no consideration.
• Filing timeliness: filed with an effective date of Feb 9, 2026; filing does not indicate a late report.

Context
These were not open-market trades but merger-related dispositions — shares were tendered/exchanged under the Merger Agreement with XOMA Royalty Corporation and its subsidiary. The CVRs represent contingent, non-tradeable future payments subject to conditions, so the maximum additional consideration is uncertain. Cancellation of certain options for no consideration is a contractual effect of the merger rather than a voluntary sale by the insider.