Form 4 for GENB Generate Biomedicines, Inc.
Accepted 2026-03-02 00:00:00 ET · period of report 2026-02-26 · accession 0001193125-26-085855 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2026-03-02 | 2026-03-02 | GENB | Flagship Pioneering Fund VI, L.P. | 10% | C - Cnv Deriv | — | +32.97M | 13.70M | New | — |
| DMI | 2026-03-02 | 2026-03-02 | GENB | Flagship Pioneering Fund VI, L.P. | 10% | P - Purchase | $16.00 | +4.69M | 15.26M | +44% | +$75.00M |
| DMI | 2026-03-02 | 2026-03-02 | GENB | Flagship Pioneering Fund VI, L.P. | 10% | C - Cnv Deriv | $0.00 | -50.08M | 0 | -100% | $0 |
| D | 2026-03-02 | 2026-02-26 | GENB | Flagship Pioneering Fund VI, L.P. | 10% | A - Grant | $0.00 | +29.6K | 29.6K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-03-02 | C | A | 12,723,940 | — | 12,723,940 | I By Flagship Pioneering Fund VI, L.P. | — | — | (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F2) Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Preferred Stock had no expiration date. |
| 2 | Common | Common Stock | 2026-03-02 | P | A | 1,562,500 | $16.00 | 1,562,500 | I By Pioneering Medicines 02, LLC | — | — | (F7) Securities held by Pioneering Medicine 02, LLC ("PM02"). Charles R. Carelli, Jr., Chief Financial Officer of Flagship Pioneering, is the sole manager of PM02, and Flagship Fund VII is its majority equity holder. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 3 | Common | Common Stock | 2026-03-02 | P | A | 1,562,500 | $16.00 | 4,340,252 | I By FPN II, L.P. | — | — | (F6) Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 4 | Common | Common Stock | 2026-03-02 | P | A | 1,562,500 | $16.00 | 15,264,724 | I By Flagship Pioneering Fund VII, L.P. | — | — | (F3) Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 5 | Common | Common Stock | 2026-03-02 | C | A | 2,777,752 | — | 2,777,752 | I By FPN II, L.P. | — | — | (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F6) Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 6 | Common | Common Stock | 2026-03-02 | C | A | 2,777,752 | — | 2,777,752 | I By Flagship Pioneering Special Opportunities Fund II, L.P. | — | — | (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F5) Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 7 | Common | Common Stock | 2026-03-02 | C | A | 987,491 | — | 987,491 | I By Nutritional Health LTP Fund, L.P. | — | — | (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F4) Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 8 | Common | Common Stock | 2026-03-02 | C | A | 13,702,224 | — | 13,702,224 | I By Flagship Pioneering Fund VII, L.P. | — | — | (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F3) Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 9 | Derivative | Series B Preferred Stock | 2026-03-02 | C | D | 2,953,586 | $0.00 | 0 | I By FPN II, L.P. | — · — to — | 1,944,427 Common Stock | (F6) Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 10 | Derivative | Series B Preferred Stock | 2026-03-02 | C | D | 2,109,704 | $0.00 | 0 | I By Flagship Pioneering Fund VII, L.P. | — · — to — | 1,388,876 Common Stock | (F3) Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 11 | Derivative | Series C Preferred Stock | 2026-03-02 | C | D | 2,531,644 | $0.00 | 0 | I By Flagship Pioneering Special Opportunities Fund II, L.P. | — · — to — | 1,666,651 Common Stock | (F5) Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 12 | Derivative | Series C Preferred Stock | 2026-03-02 | C | D | 1,265,822 | $0.00 | 0 | I By FPN II, L.P. | — · — to — | 833,325 Common Stock | (F6) Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 13 | Derivative | Series C Preferred Stock | 2026-03-02 | C | D | 2,109,704 | $0.00 | 0 | I | — · — to — | 1,388,876 Common Stock | (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 14 | Derivative | Stock Option (Right to Buy) | 2026-02-26 | A | A | 29,561 | $0.00 | 29,561 | D By Flagship Pioneering Fund VI, L.P. | $16.00 · — to 2036-02-25 | 29,561 Common Stock | (F2) Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Preferred Stock had no expiration date. (F9) The shares underlying this option shall vest in full on February 19, 2027, subject to the Reporting Person's continued service on such vesting date. |
| 15 | Derivative | Series A Preferred Stock | 2026-03-02 | C | D | 18,483,785 | $0.00 | 0 | I By Flagship Pioneering Fund VII, L.P. | — · — to — | 12,168,390 Common Stock | (F3) Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 16 | Derivative | Series A Preferred Stock | 2026-03-02 | C | D | 17,016,215 | $0.00 | 0 | I By Nutritional Health LTP Fund, L.P. | — · — to — | 11,202,248 Common Stock | (F4) Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 17 | Derivative | Series A Preferred Stock | 2026-03-02 | C | D | 1,500,000 | $0.00 | 0 | I By Flagship Pioneering Fund VI, L.P. | — · — to — | 987,491 Common Stock | (F2) Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Preferred Stock had no expiration date. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 18 | Derivative | Series B Preferred Stock | 2026-03-02 | C | D | 843,881 | $0.00 | 0 | I By Flagship Pioneering Fund VII, L.P. | — · — to — | 555,550 Common Stock | (F3) Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 19 | Derivative | Series B Preferred Stock | 2026-03-02 | C | D | 1,265,822 | $0.00 | 0 | I By Flagship Pioneering Special Opportunities Fund II, L.P. | — · — to — | 833,325 Common Stock | (F5) Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F1) Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |