SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Nally Michael
(Last) (First) (Middle)
GENERATE BIOMEDICINES, INC.
101 SOUTH STREET, SUITE 900
(Street)
SOMERVILLE MA 02143
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2026 		3. Issuer Name and Ticker or Trading Symbol
Generate Biomedicines, Inc. [ GENB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
Chief Executive Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 552,707 D
Common Stock 658,327 I By MTN 2024 GST Trust(1)
Common Stock 999,793 I By MTN 2024 GRAT(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) (2) Common Stock 658,327 (2) I By MTN 2024 GST Trust(1)
Stock Option (Right to Buy) (3) 05/27/2031 Common Stock 2,210,829 0.34 D
Stock Option (Right to Buy) (3) 05/27/2031 Common Stock 631,665 0.34 D
Stock Option (Right to Buy) (3) 05/27/2031 Common Stock 315,832 0.34 D
Stock Option (Right to Buy) (4) 12/03/2033 Common Stock 572,745 7.19 D
Stock Option (Right to Buy) (5) 02/28/2034 Common Stock 526,662 7.25 D
Stock Option (Right to Buy) (6) 02/20/2035 Common Stock 658,327 9.15 D
Explanation of Responses:
1. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
2. Each share of Series A Preferred Stock is convertible into Common Stock on a one-for-1.5190 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Series A Preferred Stock has no expiration date.
3. The shares underlying this option are fully vested and exercisable.
4. The shares underlying this option vest in sixteen equal quarterly installments following September 1, 2023, subject to the Reporting Person's continued service on each such vesting date.
5. The shares underlying this option vest in sixteen equal quarterly installments following January 3, 2024, subject to the Reporting Person's continued service on each such vesting date.
6. 25% of the shares underlying this option shall vest on March 1, 2026 with the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Michael Wolf 02/26/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EX-24

 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael Nally, Jason Silvers, Caroline Wishart and Michael Wolf, signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Generate Biomedicines, Inc., a Delaware corporation (the “Company”), (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the United States Securities and Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each thereof, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D, Schedule 13G or any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the authority granted herein. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 20, 2026.

 

/s/ Michael Nally

Signature

 

Michael Nally

Print Name