Stehman-Breen Catherine 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Catherine Stehman-Breen Sells 24,872 Shares
What Happened
Catherine Stehman-Breen, a director of Generation Bio (GBIO), recorded dispositions totaling 24,872 shares/equivalents on February 9, 2026. That includes 4,752 common shares tendered in the takeover offer (Disposition in change of control) and multiple derivative dispositions (3,000; 5,200; 1,500; 1,920; 2,500; 6,000) representing option/derivative cancellations or settlements. The tendered common shares were paid $4.2913 per share in cash (≈ $20,392) and shareholders also received one non-tradeable contingent value right (CVR) per share with an estimated maximum contingent payout of $25.01 per CVR. The derivative items were cancelled/settled pursuant to the merger agreement (in‑the‑money options converted into cash payments based on the cash price minus exercise price; out‑of‑the‑money options were cancelled for no consideration).
Key Details
- Transaction date: 2026-02-09 (effective time of the merger). Filing date: 2026-02-09 (timely).
- Reported dispositions: total 24,872 shares/equivalents (4,752 common shares + 20,120 in derivative-related units).
- Price for common stock tendered: $4.2913 per share in cash; plus one CVR per share (estimated maximum contingent consideration $25.01 per CVR).
- Derivative treatment: In‑the‑money options were cashed out per merger formula; options with exercise price ≥ cash amount were cancelled for no consideration (see footnotes F3–F4). The Form 4 lists these as dispositions to the issuer (derivative).
- Shares owned after transaction: not specified in the provided filing; the merger made the issuer a wholly owned subsidiary of XOMA Royalty Corporation, and the listed shares/options were settled or cancelled.
- Filing timeliness: transaction and report date are the same (no late filing indicated).
Context
These were not open‑market sales but corporate‑action settlements tied to a change‑of‑control: Merger Sub acquired Generation Bio and converted/tendered shares and certain options into cash plus CVRs. For retail investors, such merger-driven dispositions generally reflect deal mechanics (cashout/cancellation) rather than an insider signaling intent to buy or sell on the open market.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−4,752→ 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.