Nally Michael 4

4 · Generate Biomedicines, Inc. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Generate Biomedicines (GENB) CEO Michael Nally Converts Preferred, Receives Awards

What Happened

Michael Nally, CEO of Generate Biomedicines (GENB), was reported to have received two grants of derivative securities on Feb 26, 2026 (844,595 shares each) and, upon the company’s IPO, converted derivative securities on Mar 2, 2026. The Form 4 shows: two awards of 844,595 derivative shares (acquired at $0.00) on 2026-02-26; on 2026-03-02 a conversion resulting in acquisition of 658,327 shares and a conversion/disposition of 1,000,000 derivative shares (reported at $0.00).
These entries reflect awards and an IPO-driven conversion of derivative securities rather than an open-market buy or sale; there is no cash purchase or sale value reported in the filing.

Key Details

Transaction dates: Grants/awards recorded 2026-02-26; conversion(s) recorded 2026-03-02; Form 4 filed 2026-03-02.
Prices/values: Grants reported at $0.00 (derivative awards). Conversion/disposition entries reported at $0.00 or N/A; no cash proceeds or market-sale amounts reported.
Shares reported in filing: two grants of 844,595 each (total 1,689,190 granted); conversion entries show acquisition of 658,327 shares and disposition of 1,000,000 derivative shares.
Post-transaction beneficial ownership: Not specified in the provided excerpt of the filing.
Footnotes of note:
- F1: Each Series A Preferred automatically converted into common on a 1-for-1.5190 basis upon the IPO closing on March 2, 2026 (this explains the conversions tied to the IPO).
- F2: Reporting person disclaims beneficial ownership except to the extent of pecuniary interest.
- F3/F4: Vesting schedules apply to underlying awards (one set vests in two installments in 2029–2030; another vests monthly over 48 months beginning Feb 19, 2026).
Timeliness: Filing date is Mar 2, 2026 for transactions on Feb 26 and Mar 2; the Form 4 shows these events were reported on Mar 2. (No explicit late-filing flag was provided in the excerpt.)

Context

These entries look like routine IPO-related conversions (preferred → common) and the grant of derivative instruments subject to vesting, not an open-market purchase or a sale for cash. Conversions tied to an IPO are typically mechanical (per F1) and do not necessarily signal a change in insider sentiment.
Because the filing includes derivative awards and a conversion, note that vesting schedules and any disclaimers of beneficial ownership (F2) affect how much of the common stock the CEO actually controls today.

Form 4

Period: 2026-02-26

DirectorChief Executive Officer

Transactions

Conversion
Common Stock
[F1][F2]
2026-03-02+658,327→ 1,316,654 total(indirect: By Trust)
Award
Stock Option (Right to Buy)
[F3]
2026-02-26+844,595→ 844,595 total
Exercise: $16.00Exp: 2036-02-25→ Common Stock (844,595 underlying)
Award
Stock Option (Right to Buy)
[F4]
2026-02-26+844,595→ 844,595 total
Exercise: $16.00Exp: 2036-02-25→ Common Stock (844,595 underlying)
Conversion
Series A Preferred Stock
[F1][F2]
2026-03-02−1,000,000→ 0 total(indirect: By Trust)
→ Common Stock (658,327 underlying)

Holdings

Footnotes (4)

[F1]Each share of Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Series A Preferred Stock had no expiration date.
[F2]The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
[F3]The shares underlying this option shall vest in two equal installments on each of February 19, 2029 and February 19, 2030, subject to the Reporting Person's continued service on each such vesting date.
[F4]The shares underlying this option shall vest in forty-eight equal monthly installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date.

Signature

/s/ Michael Wolf, Attorney-in-Fact|2026-03-02

1 file