Rhodes Jason P 4

What Happened
Jason P. Rhodes, a director (and member of the Atlas Venture general partner entities), disposed of a total of 848,066 Generation Bio (GBIO) interests on Feb 9, 2026 in connection with the company’s tender offer and merger into XOMA Royalty Corporation. That includes 827,946 common shares tendered/exchanged for $4.2913 in cash per share (plus one non-tradeable contingent value right, or CVR, per share) and 20,120 derivative interests (options/award conversions) that were cancelled/paid out to the issuer under the merger terms. The cash component for the common shares is roughly $3.55 million; each CVR has an estimated maximum contingent payout of $25.01 (non-tradeable), implying up to ~ $20.7M additional contingent consideration on those shares. Cash paid for converted options (derivatives) was determined under the merger formula and is not separately reported in the Form 4.

Key Details

• Transaction date: 2026-02-09 (Effective Time of merger). Cash per share paid: $4.2913; plus one CVR per share (CVR estimated max $25.01).
• Specific disposals reported: 711,193; 116,693; 60 common shares, and derivative dispositions of 3,000; 5,200; 1,500; 1,920; 2,500; 6,000 (total 20,120). Total disposed = 848,066.
• Shares owned after transaction: filing indicates holdings were tendered/converted under the merger; the filing does not state retained public float for the Reporting Person (issuer became wholly owned subsidiary).
• Relevant footnotes: Merger Agreement terms (cash + CVR); in‑the‑money options were converted into cash per a formula (F6); out‑of‑the‑money options were cancelled for no consideration (F7). Reporting Person disclaims direct beneficial ownership of shares held by Atlas funds (F3–F5).
• Filing timeliness: Form filed on 2026-02-09 (same effective date); not indicated as late.

Context

• These were not open-market sales but transaction-related settlements arising from a change of control (tender offer + merger). The CVRs are non-tradeable contingent rights—any additional payment is conditional and may be uncertain.
• Many shares were held by Atlas Venture funds (institutional), and Rhodes disclaims Section 16 beneficial ownership except for any pecuniary interest; these filings reflect fund/GP-level dispositions rather than a straightforward executive sell signal.