8-K filed February 9, 2026, 6:59 PM ET CIK 0001733294

M&A confidence high sentiment neutral materiality 0.80

Generation Bio acquired by XOMA Royalty for $4.29/share + CVR; merger closes, stock delisted

Generation Bio Co.

Merger closed Feb 9, 2026; each share converted to $4.2913 cash plus one non-tradeable CVR.
70% of shares tendered; all conditions satisfied; company now wholly owned by XOMA Royalty.
Cambridge HQ lease terminated Feb 9; ~$21.5M termination fee paid; $2M security deposit returned.
Former CEO, CFO, and board resigned; Owen Hughes becomes sole director and officer.
CVR entitles holders to future payments from net cash excess, lease proceeds, legacy assets, or Moderna collaboration.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

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accession: 0001104659-26-012121
form_type: 8-K
ticker: null
cik: 0001733294
company_name: Generation Bio Co.
filed_at: 2026-02-09T23:59:59+00:00
discovered_at: 2026-05-14T18:02:36.028061+00:00
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sentiment: neutral
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Source-grounded claims

7b425aa2c9bdbc3d70494d359ca012cb1d52a197

Generation Bio Co.: Certificate of incorporation was amended and restated in its entirety as part of a merger (effective 2026-02-09).

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.95 SEC evidence

d73628830dce877641e0a747d26b576d1bfcb405

Generation Bio Co.: Bylaws were amended and restated in their entirety as part of a merger (effective 2026-02-09).

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.95 SEC evidence

a7b38c296505f6a8d0068a6330145ae1f9e147b2

Generation Bio Co. underwent a change of control involving XOMA Royalty Corporation for $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding, plus one non-tradeable contingent value right per Company (closed 2026-02-09).

to acquire all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

10756a17c8bec104aa73f2e3eeed6af4778991f7

Generation Bio Co. terminated Sales Agreement with TD Securities (USA) LLC valued at at-the-market offering program terminated effective February 9, 2026 (effective 2026-02-09).

As previously disclosed, on August 7, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares of the Company’s common stock through the Sales Agent.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

ca52e74fd265858e88f9c6885d7d63dca62e4d50

Generation Bio Co. terminated Lease Termination Agreement with BMR-Rogers Street LLC valued at approximately $21.5 million total termination payment; $22.4 million termination fee reduced by Febr (effective 2026-02-09).

On February 8, 2026, the Company and the Landlord entered into a lease termination agreement, effective February 9, 2026 (the “Effective Date”), pursuant to which the parties agreed to terminate the Lease as of the Effective Date (the “Lease Termination Agreement”).

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

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same fact type: governance_change, ma_transaction, material_agreement same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

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to acquire all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right

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On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

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European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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to acquire all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right

Comparable filing

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Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

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FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

to acquire all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

to acquire all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

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Thermon Group Holdings, Inc. June 1, 2026, 9:24 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 7.01, 9.01

same fact type: material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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As previously disclosed, on August 7, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares of the Company’s common stock through the Sales Agent.

Comparable filing

In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.

Filing page SEC filing

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Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 1.02, 2.01, 9.01 same event type: m_and_a similar materiality

This filing

to acquire all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right

Comparable filing

KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

Filing page SEC filing

Source: SEC EDGAR

accession 0001104659-26-012121

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