Generation Bio Co.

02/09/2026 | Press release | Distributed by Public on 02/09/2026 16:36

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
MCDONOUGH GEOFF
2. Issuer Name and Ticker or Trading Symbol
Generation Bio Co. [GBIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GENERATION BIO CO., 301 BINNEY ST, SUITE 401
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
(Street)
CAMBRIDGE, MA 02142
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2026 U(1)(2) 138,492 D (1)(2) 0 D
Common Stock 02/09/2026 U(1)(2) 22,646 D (1)(2) 0 I By 2018 Trust(3)
Common Stock 02/09/2026 U(1)(2) 27,500 D (1)(2) 0 I By 2020 Trust(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $51.576 02/09/2026 D 19,903 (5) (5) Common Stock 19,903 (5) 0 D
Stock Option (right to buy) $302.5 02/09/2026 D 25,099 (5) (5) Common Stock 25,099 (5) 0 D
Stock Option (right to buy) $64.9 02/09/2026 D 37,499 (5) (5) Common Stock 37,499 (5) 0 D
Stock Option (right to buy) $18.6 02/09/2026 D 50,624 (5) (5) Common Stock 50,624 (5) 0 D
Stock Option (right to buy) $9.255 02/09/2026 D 90,168 (5) (5) Common Stock 90,168 (5) 0 D
Stock Option (right to buy) $47.05 02/09/2026 D 16,874 (5) (5) Common Stock 16,874 (5) 0 D
Stock Option (right to buy) $13.9 02/09/2026 D 24,046 (5) (5) Common Stock 24,046 (5) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCDONOUGH GEOFF
C/O GENERATION BIO CO.
301 BINNEY ST, SUITE 401
CAMBRIDGE, MA 02142
X

Signatures

/s/ Shawna-Gay White, Attorney-in-Fact 02/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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"),
(2) (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.
(3) 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.
(4) 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.
(5) 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 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Generation Bio Co. published this content on February 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 09, 2026 at 22:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]