MCDONOUGH GEOFF 4

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.