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Generation Bio Co. Director's Dealing 2026

Feb 10, 2026

34688_dirs_2026-02-09_6a9a5545-9ae5-4ae8-84d5-91d53e875f39.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Generation Bio Co. (GBIO)
CIK: 0001733294
Period of Report: 2026-02-09

Reporting Person: Atlas Venture Fund X, L.P. (N/A)
Reporting Person: ATLAS VENTURE ASSOCIATES X, L.P. (10% Owner)
Reporting Person: Atlas Venture Associates X, LLC (10% Owner)
Reporting Person: Atlas Venture Opportunity Fund I, L.P. (10% Owner)
Reporting Person: Atlas Venture Associates Opportunity I, L.P. (10% Owner)
Reporting Person: Atlas Venture Associates Opportunity I, LLC (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-02-09 Common Stock U 711193 Disposed 0 Direct
2026-02-09 Common Stock U 116693 Disposed 0 Indirect
2026-02-09 Common Stock U 60 Disposed 0 Indirect

Footnotes

F1: 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"),

F2: (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.

F3: The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of its pecuniary interest therein, if any.

F4: The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, LP ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. Each of AVAO I LP and AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Opportunity Fund I, except to the extent of its pecuniary interest therein, if any.

F5: The shares are held directly by AVAO I LP. AVAO I LLC is the general partner of AVAO I LP. AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by AVAO I LP except to the extent of its pecuniary interest therein, if any.