Rowland Charles A Jr 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Charles Rowland Sells 77,841 Shares
What Happened
- Charles A. Rowland Jr., a director of Generation Bio (GBIO), disposed of a total of 77,841 shares on February 9, 2026 as part of the company’s merger/tender offer with XOMA Royalty Corporation. This includes 53,475 common shares tendered in the change-of-control offer and 24,366 shares (or share equivalents) disposed to the issuer in connection with option cancellations/conversions.
- The tendered common shares were exchanged for $4.2913 in cash per share (less any required withholding) plus one non-tradeable contingent value right (CVR) per share; the CVR carries an estimated maximum contingent payment of $25.01 (so the maximum potential per-share consideration = $4.2913 cash + up to $25.01 CVR). The option-related dispositions were treated under the merger agreement: in‑the‑money options were cashed out for the excess of the cash amount over the exercise price; options with exercise prices ≥ the cash amount were cancelled for no consideration.
Key Details
- Transaction date: February 9, 2026 (effective time of merger).
- Shares disposed: 53,475 common shares (change of control/tender) + 24,366 shares/equivalents (dispositions to issuer tied to option cancellations) = 77,841 total.
- Per‑share cash paid for tendered common stock: $4.2913 (plus one CVR per share; CVR estimated up to $25.01).
- Derivative treatment: In‑the‑money options were converted to cash payments per the merger formula; out‑of‑the‑money options were cancelled per the merger agreement.
- Shares owned after transaction: not specified in the provided filing details.
- Filing timeliness: Reported with period and filing date of 2026-02-09 — appears timely relative to the Effective Time (no late‑filing flag provided).
Context
- These dispositions are merger-related (tender offer and merger sub merger), not routine open‑market sales; they reflect the agreed transaction mechanics under the Merger Agreement rather than an independent trading decision by the insider. The CVR is non‑tradeable and pays only if contingent conditions are met, so actual per‑share proceeds beyond the $4.2913 cash depend on future outcomes.
- For retail investors: merger-driven dispositions typically reflect deal consideration and option settlement mechanics. They should not be read as a standalone bullish or bearish signal about management sentiment.
Insider Transaction Report
Form 4Exit
Rowland Charles A Jr
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−53,475→ 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]2026-02-09−4,246→ 0 totalExercise: $45.92→ Common Stock (4,246 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