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QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period endedSeptember 30,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromtoCommission File Number:001-39319 (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of October 31, 2025 there were6,737,899shares of Common Stock, $0.0001 par value per share, outstanding. CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form10-Q, or this Quarterly Report, of Generation Bio Co. contains forward-lookingstatements within the meaning of the U.S.Private Securities Litigation Reform Act andSection21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involvesubstantial risks and uncertainties. All statements, other than statements of historical fact, contained in thisQuarterly Report, including statements regarding our strategy, future operations, future financial position,future revenue, projected costs, prospects, plans and objectives of management, are forward-lookingstatements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”“intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” orthe negative of these words or other similar expressions are intended to identify forward-lookingstatements, although not all forward-looking statements contain these identifying words. The forward-looking statements in this Quarterly Report include, among other things, statements about: ●the outcome of our exploration of strategic alternatives and our ability to consummate any suchtransaction;●our strategic restructuring announced in August 2025 and our ability to achieve the anticipatedsavings from the reduction in force and related actions;●our estimates regarding expenses, future revenue, capital requirements, and the period overwhich we believe that our existing cash, cash equivalents and marketable securities will besufficient to fund our operating expenses and capital expenditure requirements;●the potential achievement of milestones and receipt of payments under our collaboration withModernaTX, Inc., or Moderna;●the potential advantages of our technologies;●our expectations regarding our ability to obtain and maintain intellectual property protection;●our intellectual property position;●the impact of government laws and regulations; and●our ability to maintain existing collaborations. We may not actually achieve the plans, intentions or expectations disclosed in our forward-lookingstatements, and stockholders should not place undue reliance on our forward-looking statements. Actualresults or events could differ materially from the plans, intentions and expectations disclosed in theforward-looking statements we make. We have included important factors in the cautionary statementsincluded in this Quarterly Report, particularly in the “Risk Factors” section in this Quarterly Report andour most recent Annual Report on Form 10-K, or our 2024 Annual Report, filed with the Securities andExchange Commission, or SEC, that we believe could cause actual results or events to differ materiallyfrom the forward-looking statements that we make. Moreover, we operate in a competitive and rapidlychanging environment. New risk factors and uncertainties may emerge from time to time, and it is notpossible for management to predict all risk factors and uncertainties. Our forward-looking statements donot reflect the potential impact of any future acquisitions, mergers, disp