Nicholson Donald William 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Donald W. Nicholson Sells Shares
What Happened
- Donald W. Nicholson, a director of Generation Bio Co. (GBIO), disposed of a total of 41,477 shares on February 9, 2026 as part of the company’s change-of-control transaction and related merger actions.
- Of those, 21,357 common shares were tendered in the merger offer and exchanged for $4.2913 per share in cash (less any withholding) plus one non-tradeable contingent value right (CVR) per share. The remaining 20,120 shares reflect derivative-related dispositions (option cancellations/conversions) to the issuer under the merger terms; the Form 4 reports no per-share price for those items.
- The filing does not list dollar amounts paid for the cancelled/converted options (those were converted or cancelled per the merger formula), but the known cash component for tendered shares is roughly $4.29/share; each CVR carries potential contingent payments with an estimated maximum contingent consideration of $25.01 per CVR.
Key Details
- Transaction date: 2026-02-09 (effective time of the merger).
- Total shares disposed: 41,477 (21,357 tendered shares; 20,120 shares from derivative/option cancellations).
- Cash per tendered share: $4.2913 plus one CVR per share; CVRs are non-tradeable and can provide additional contingent payments (estimated maximum $25.01 per CVR).
- How derivatives were handled: In‑the‑money options were automatically cashed out (conversion to a cash payment equal to (Cash Amount − exercise price) × number of underlying shares); options with exercise prices ≥ the Cash Amount were cancelled for no consideration.
- Transaction codes on the Form 4: U (disposition in change of control) and D (disposition to issuer for derivative securities).
- Filing timeliness: Reported and filed with period date 2026-02-09 (no late filing indicated).
Context
- These were not open‑market sales but merger-related transactions: common shares tendered in the takeover offer were exchanged for a cash payment plus CVRs, and outstanding options were either cashed out or cancelled according to the Merger Agreement. Such merger-driven dispositions reflect deal consideration and option treatment rather than an individual trading decision.
Insider Transaction Report
Form 4Exit
Nicholson Donald William
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−21,357→ 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]2026-02-09−5,200→ 0 totalExercise: $190.00→ Common Stock (5,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−1,500→ 0 totalExercise: $265.90→ Common Stock (1,500 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