--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-132850" form_type: "8-K" ticker: null cik: "0001293971" company_name: "bluebird bio, Inc." filed_at: "2025-06-02T23:59:59+00:00" generated_at: "2026-05-20T02:28:44.061393+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Carlyle and SK Capital complete acquisition of bluebird bio; stock delisted, new CEO David Meek ## Summary - Acquisition closed June 2, 2025; shareholders could elect $3.00 + one CVR per share, or $5.00 all-cash per share. - Approximately 59.8% of outstanding shares validly tendered before expiration; all conditions satisfied. - David Meek appointed CEO; prior CEO Andrew Obenshain and other executives terminated, eligible for severance. - Stock halted and delisted from Nasdaq; company will file Form 15 to terminate registration. - Carlyle and SK Capital provide primary capital to support scaled access to gene therapies for sickle cell, β-thalassemia, and CALD. ## SEC filing metadata - accession: 0001193125-25-132850 - form_type: 8-K - cik: 0001293971 - company_name: bluebird bio, Inc. - filed_at: 2025-06-02T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/d39702d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-132850 - JSON: https://secwatch.observer/filing/0001193125-25-132850.json - Plain text: https://secwatch.observer/filing/0001193125-25-132850.txt ## Key facts - Executive change Najoh Tita-Reid departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Andrew Obenshain departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Mark Vachon departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Richard Paulson departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Joseph Vittiglio was terminated as other_named_officer at bluebird bio, Inc.. - Action: terminated source text: the employment of each of Messrs. Andrew Obenshain, Joseph Vittiglio, and O. James Sterling (the “Executives”) has terminated as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Charlotte Jones-Burton departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change John O. Agwunobi departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Nick Leschly departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Andrew Obenshain was terminated as other_named_officer at bluebird bio, Inc.. - Action: terminated source text: the employment of each of Messrs. Andrew Obenshain, Joseph Vittiglio, and O. James Sterling (the “Executives”) has terminated as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Mike Cloonan departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change Lis Leiderman departed as Director at bluebird bio, Inc.. - Action: ceased to be a member - Role: Director source text: each of Mark Vachon, John O. Agwunobi, M.D., Mike Cloonan, Charlotte Jones-Burton, M.D., Lis Leiderman, M.D., Nick Leschly, Andrew Obenshain, Richard Paulson and Najoh Tita-Reid ceased to be members of the Board and ceased to be members of any committees of the Board on which such directors served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Executive change O. James Sterling was terminated as other_named_officer at bluebird bio, Inc.. - Action: terminated source text: the employment of each of Messrs. Andrew Obenshain, Joseph Vittiglio, and O. James Sterling (the “Executives”) has terminated as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Governance Changes bluebird bio, Inc.: Certificate of incorporation amended and restated in its entirety (effective 2025-06-02). - Change: charter amendment - Effective: 2025-06-02 source text: on June 2, 2025, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety and, as so amended and restated, became the certificate of incorporation and bylaws of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm - Governance Changes bluebird bio, Inc.: Bylaws amended and restated in their entirety (effective 2025-06-02). - Change: bylaw amendment - Effective: 2025-06-02 source text: on June 2, 2025, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety and, as so amended and restated, became the certificate of incorporation and bylaws of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1293971/000119312525132850/0001193125-25-132850-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.