MCDONOUGH GEOFF 4

4 · Generation Bio Co. · Filed Feb 4, 2026

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Updated Feb 4, 2026

Generation Bio (GBIO) Director Geoff McDonough Converts RSUs; 550 Shares Withheld

What Happened

Geoff McDonough, a director of Generation Bio (GBIO), had restricted stock units (RSUs) convert into common shares on Feb 2, 2026. The filing shows 1,582 shares resulting from the conversion/exercise of derivative awards. To satisfy tax withholding, 550 of those shares were surrendered at $5.64 per share, totaling $3,102. The RSU conversion entries are reported as derivative transactions with a $0 exercise price (typical of RSU settlement).

Key Details

Transaction date: February 2, 2026; Form 4 filed February 4, 2026 (reporting period: Feb 2, 2026).
Conversion/exercise: 1,582 shares (derivative → common stock).
Tax withholding: 550 shares withheld at $5.64/share = $3,102 (code F: payment of exercise price or tax liability).
Price recorded for the derivative conversion: $0.00 (common for RSU settlement).
Shares owned after transaction: Not specified in this Form 4.
Footnotes of note:
- F1: Each RSU represents the right to one share of common stock.
- F4: The reporting person was granted 8,437 RSUs on Jan 20, 2023; under a Merger Agreement those outstanding unvested RSUs vested in full on Feb 2, 2026.
- F2/F3: Some securities are held in McDonough family trusts; the reporting person may be deemed to beneficially own shares held by those trusts.

Context

This was not an open-market buy or sale. It reflects RSUs vesting/being converted to shares and a share withholding to satisfy tax obligations (a routine, non‑market sale). Such transactions typically do not by themselves signal a buy or sell opinion by the insider.

Form 4

Period: 2026-02-02

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-02+1,582→ 139,042 total
Tax Payment
Common Stock
2026-02-02$5.64/sh−550$3,102→ 138,492 total
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-02-02−1,582→ 0 total
→ Common Stock (1,582 underlying)

Holdings

Footnotes (4)

[F1]Each restricted stock unit represents the right to receive one share of the company's common stock.
[F2]The securities are directly held by the McDonough Family 2018 Irrevocable Trust, or the 2018 Trust. The reporting person is the settlor of the 2018 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2018 Trust, and the 2018 Trust is for the benefit of Graeme and Owen McDonough. The reporting person may be deemed to beneficially own the shares of common stock owned by the 2018 Trust.
[F3]The securities are directly held by the McDonough Family 2020 Irrevocable Trust, or the 2020 Trust. The reporting person is the settlor of the 2020 Trust, Allison L. McDonough and David S. Grayzel are trustees for the 2020 Trust, and the 2020 Trust is for the benefit of Allison, Graeme and Owen McDonough. The reporting person may be deemed to beneficially own the shares of common stock owned by the 2020 Trust.
[F4]On January 20, 2023, the reporting person was granted 8,437 restricted stock units. Pursuant to the terms of that certain Agreement and Plan of Merger, by and among the Issuer, XOMA Royalty Corporation ("Parent") and Parent's wholly-owned subsidiary, XRA 7 Corp., dated as of December 15, 2025 (the "Merger Agreement"), prior to the effective time of the merger as contemplated by the Merger Agreement, each restricted stock unit of the Issuer that was outstanding and unvested became vested in full on February 2, 2026.

Signature

/s/ Shawna-Gay White, Attorney-in-Fact|2026-02-04

1 file