Rowland Charles A Jr 4

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.