Stehman-Breen Catherine 4

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.