MCDONOUGH GEOFF 4

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.