HLVX Merger Closes: $1.95/Share Plus CVRs; Director Disposes Shares

Rhea-AI Filing Summary

Julie Gerberding, a director of HilleVax, Inc. (HLVX), reported a sale of 59,224 shares of the companys common stock on 09/17/2025 in connection with a completed merger transaction. The sale occurred as part of a tender offer and merger by XOMA Royalty Corporation and its subsidiary, which paid $1.95 in cash per share plus one contingent value right (CVR) per share. At the effective time of the merger, Merger Sub merged into HilleVax and HilleVax became a wholly owned subsidiary of the parent. Also, outstanding restricted stock units vested immediately prior to the effective time and were canceled in exchange for cash equal to $1.95 per underlying share and one CVR per underlying share.

Positive

• Merger completed with clear per-share cash consideration of $1.95 plus one CVR per share
• RSUs fully vested and settled at closing, providing immediate cash and CVR consideration to holders

Negative

• Reporting persons beneficial ownership reduced to 0 shares following the reported disposition
• Consideration includes CVRs, which are contingent and potentially introduce uncertainty about total value received

Insights

Corporate Governance Expert

TL;DR: Transaction reflects routine equity treatment in an acquisition; insider holdings converted and RSUs settled for merger consideration.

The Form 4 discloses a director-level disposition of 59,224 common shares concurrent with a tender offer and merger. The filing indicates standard contractual treatment: cash per share of $1.95 and issuance of CVRs, with RSUs vesting and converting into cash and CVRs at the same per-share terms. From a governance perspective, this appears to be a contractual execution of change-of-control provisions rather than an opportunistic insider sale; the reporting persons post-transaction beneficial ownership is shown as zero. The filing is procedural, documenting required disclosure obligations following the merger closing.

M&A Specialist

TL;DR: Completed acquisition by XOMA Royalty Corp. paid $1.95 per share plus CVRs; RSUs accelerated and settled at closing.

The document confirms a completed tender offer and subsequent merger effective 09/17/2025, with Merger Sub merging into HilleVax and HilleVax continuing as a wholly owned subsidiary of XOMA Royalty Corporation. Consideration to shareholders consisted of $1.95 cash per share plus one contingent value right per share. The immediate vesting and cancellation of RSUs in exchange for per-share cash and CVRs is consistent with customary deal mechanics to convert outstanding equity awards into deal consideration. This is material to holders because it documents the final execution of the transaction and the settlement mechanics for equity awards.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gerberding Julie L.

(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		59,224	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 Julie Gerberding	09/17/2025
	** 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 4 (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.

FAQ

What did Julie Gerberding report on Form 4 for HLVX?

She reported a disposition of 59,224 common shares on 09/17/2025 in connection with the merger transaction.

What cash price did HilleVax shareholders receive in the transaction?

Shareholders received $1.95 in cash per share as part of the tender offer consideration.

Were there any contingent payments included in the deal?

Yes. Each share was exchanged for one contingent value right (CVR) representing potential additional cash payments.

What happened to outstanding RSUs at closing?

All outstanding restricted stock units vested immediately prior to the effective time and were canceled in exchange for $1.95 per underlying share in cash and one CVR per underlying share.

When did the merger become effective?

The merger became effective on 09/17/2025, the same date reflected for the reported transaction.