HLVX Insider Report: Merger Pays $1.95 per Share Plus CVR; RSUs Settled

Rhea-AI Filing Summary

Aditya Kohli, a director of HilleVax, Inc. (HLVX), reported on Form 4 a transaction dated 09/17/2025 showing 698,171 shares of Common Stock disposed in connection with a completed merger. The filing explains that XOMA Royalty Corporation completed a tender offer and Merger Sub merged into HilleVax under a Merger Agreement dated August 4, 2025. Consideration to former shareholders consisted of $1.95 in cash per share plus one contingent value right (CVR) per share to receive certain contingent cash payments. The filing also states that outstanding restricted stock units vested and were canceled for cash equal to the cash amount times underlying shares plus one CVR per share. The Form 4 was signed by an attorney-in-fact for Mr. Kohli.

Positive

• Acquisition completed by XOMA Royalty Corporation converting public equity into cash and contingent rights
• Cash consideration specified at $1.95 per share providing immediate liquidity to shareholders
• RSUs fully vested and settled for cash plus CVRs, ensuring award holders received the same consideration

Negative

• Reported disposition of 698,171 shares by the reporting person resulting in reported direct ownership of 0 shares
• Future upside contingent on CVR payments rather than ongoing equity exposure in HilleVax

Insights

Financial Analyst

TL;DR Insider disposed all reported holdings due to a merger that paid $1.95 per share plus a CVR, converting equity into cash and contingent rights.

This Form 4 documents a corporate ownership change driven by a completed acquisition structure: a tender offer followed by a merger making HilleVax a wholly owned subsidiary of XOMA Royalty Corporation. The cash consideration of $1.95 per share plus CVRs converts equity value into immediate cash and potential contingent payments, removing the reported insider's direct shareholdings (698,171 shares disposed). For analysts, the key takeaways are the fixed cash consideration, the presence of CVRs which retain contingent upside, and the full vesting and cancellation treatment for RSUs ensuring holders received equivalent cash and CVR treatment.

Corporate Governance Expert

TL;DR Transaction reflects standard M&A settlement mechanics: tender offer, merger, accelerated RSU vesting, and Form 4 reporting of resulting dispositions.

The filing shows appropriate disclosure of insider dispositions tied to the Merger Agreement dated August 4, 2025 and the Effective Time of September 17, 2025. Accelerated vesting of RSUs and cash+CVR treatment is explicitly described, which is common in control transactions to equitably settle equity awards. The Form 4 indicates compliance with Section 16 reporting via attorney-in-fact signature. Governance specialists would note the transaction removes reported public insider holdings and replaces share exposure with contractual CVR arrangements that may have specific governance and claim priorities outlined in a separate CVR Agreement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kohli Aditya

(Last) (First) (Middle)

C/O HILLEVAX, INC.

321 HARRISON AVE, SUITE 500

(Street)

BOSTON MA 02118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HilleVax, Inc. [ HLVX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/17/2025		U		698,171	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In connection with that certain Agreement and Plan of Merger, dated as of August 4, 2025 (the "Merger Agreement"), by and among the Issuer, XOMA Royalty Corporation ("Parent") and XRA 4 Corp., a wholly owned subsidiary of Parent ("Merger Sub" and together with Parent, the "Purchasers"), the Purchasers completed a tender offer to acquire all of the issued and outstanding shares of Common Stock of the Issuer in exchange for (a) $1.95 in cash per share (the "Cash Amount"), plus (b) one contingent value right ("CVR") representing the right to receive certain contingent cash payments equal to the "CVR Proceeds" as further described in that certain CVR Agreement entered into between the Purchasers and a representative to the CVR holders. After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of September 17, 2025 (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.

2. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSU") immediately vested in full and was canceled in exchange for the right to receive (a) an amount in cash, without interest, equal to the product obtained by multiplying (x) the Cash Amount by (y) the number of shares underlying such RSU at the Effective Time and (b) one CVR for each share underlying such RSU.

	/s/ Paul Bavier, Attorney-in-Fact for Aditya Kohli	09/17/2025
	** Signature of Reporting Person	Date
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FAQ

What did Aditya Kohli report on the Form 4 for HLVX?

The Form 4 reports that Aditya Kohli disposed of 698,171 shares of Common Stock on 09/17/2025, resulting in 0 shares beneficially owned following the transaction.

Why were the shares disposed on 09/17/2025 according to the filing?

The dispositions occurred in connection with a merger where XOMA Royalty Corporation completed a tender offer and Merger Sub merged into HilleVax, effective 09/17/2025.

What consideration did HilleVax shareholders receive in the merger?

Former shareholders received $1.95 in cash per share plus one contingent value right (CVR) per share to receive certain contingent cash payments under a CVR Agreement.

What happened to outstanding RSUs in the transaction?

Per the filing, each outstanding RSU vested in full and was canceled in exchange for cash equal to the cash amount times the underlying shares and one CVR per share.

Who signed the Form 4 filing for Aditya Kohli?

The Form 4 was signed by Paul Bavier, Attorney-in-Fact for Aditya Kohli on 09/17/2025.