MCDONOUGH GEOFF 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Geoff McDonough Tenders 452,851 Shares
What Happened
- Geoff McDonough, a director of Generation Bio (GBIO), disposed of a total of 452,851 shares on February 9, 2026 in connection with the company's change-of-control transaction. The shares were exchanged pursuant to the merger/tender offer for $4.2913 per share in cash (approximately $1,943,319.50 total) plus one non-tradeable contingent value right (CVR) per share.
- The CVRs carry an estimated maximum contingent payment of $25.01 each; at that maximum the CVRs attributable to these shares would total about $11,325,803.51 (making a combined potential receipt of roughly $13,269,123.01). Several of the reported disposals are listed as derivative dispositions to the issuer (see Key Details/Context).
Key Details
- Transaction date: February 9, 2026 (Effective Time of the merger).
- Cash price per share: $4.2913; cash received ≈ $1.94M. Plus one CVR per share with estimated maximum contingent value of $25.01 per CVR (total CVR max ≈ $11.33M).
- Shares disposed (by line items in the filing): 138,492; 22,646; 27,500; 19,903; 25,099; 37,499; 50,624; 90,168; 16,874; 24,046 — total 452,851.
- Shares owned after transaction: Not specified in the Form 4.
- Footnotes of note:
- F1–F2: Shares tendered in the offer were exchanged for $4.2913 cash per share plus one CVR; the merger became effective Feb 9, 2026.
- F3–F4: Securities were held by family trusts (McDonough Family 2018 and 2020 Irrevocable Trusts); the reporting person is the settlor.
- F5: Outstanding unexercised options with exercise prices ≥ the cash amount were automatically cancelled for no consideration as of immediately prior to the Effective Time.
- Filing timeliness: The Form 4 is dated and filed for the same date as the transactions (Feb 9, 2026); the filing does not indicate late reporting.
Context
- These were tender/merger-related dispositions (not open-market sales). The cash/CVR consideration came from the acquiring party under the Merger Agreement rather than a standard sale to another investor.
- The CVRs are non-tradeable contingent rights — any additional payments depend on future conditions and are not guaranteed. The “maximum” CVR amounts cited in the filing are estimates of possible contingent consideration, not immediate cash.
- Several entries are marked as derivative dispositions to the issuer; per the filing, certain options were cancelled under the merger terms (see F5), which can appear as derivative dispositions on the Form 4.
Insider Transaction Report
Form 4Exit
MCDONOUGH GEOFF
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−138,492→ 0 total - Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-09−22,646→ 0 total(indirect: By Trust) - Disposition from Tender
Common Stock
[F1][F2][F4]2026-02-09−27,500→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-02-09−19,903→ 0 totalExercise: $51.58→ Common Stock (19,903 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-02-09−25,099→ 0 totalExercise: $302.50→ Common Stock (25,099 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-02-09−37,499→ 0 totalExercise: $64.90→ Common Stock (37,499 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-02-09−50,624→ 0 totalExercise: $18.60→ Common Stock (50,624 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-02-09−90,168→ 0 totalExercise: $9.26→ Common Stock (90,168 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-02-09−16,874→ 0 totalExercise: $47.05→ Common Stock (16,874 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-02-09−24,046→ 0 totalExercise: $13.90→ Common Stock (24,046 underlying)
Footnotes (5)
- [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]The securities are directly held by the McDonough Family 2018 Irrevocable Trust, or the 2018 Trust. The reporting person is the settlor of the 2018 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2018 Trust, and the 2018 Trust is for the benefit of Graeme and Owen McDonough.
- [F4]The securities are directly held by the McDonough Family 2020 Irrevocable Trust, or the 2020 Trust. The reporting person is the settlor of the 2020 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2020 Trust, and the 2020 Trust is for the benefit of Allison, Graeme and Owen McDonough.
- [F5]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