HLVX merger: director cashed out 59,224 shares; CVRs issued

Rhea-AI Filing Summary

Jeryl Hilleman, a director of HilleVax, Inc. (HLVX), disposed of 59,224 shares of Common Stock as part of a change-in-control transaction that closed on September 17, 2025. Under an Agreement and Plan of Merger, holders received $1.95 in cash per share plus one contingent value right (CVR) per share that may pay additional contingent cash proceeds as described in the CVR agreement. After the reported transaction Hilleman reports 0 shares beneficially owned. The filing also states that outstanding restricted stock units vested and were canceled immediately prior to the merger, with holders receiving cash equal to $1.95 times the underlying shares and one CVR per underlying share.

Positive

• Shareholders received immediate cash consideration of $1.95 per share, providing certainty of value at the time of the transaction
• Holders received CVRs that preserve potential contingent upside beyond the cash payment

Negative

• Reporting person now holds 0 shares, indicating insiders no longer have direct equity exposure post-transaction
• Public float reduced as the issuer became a wholly owned subsidiary, which may limit future liquidity for remaining public holders

Insights

Corporate Governance Expert

TL;DR: Insider holdings were eliminated due to a completed merger, with RSUs cashed out and CVRs issued.

The reported disposition is administrative and tied to a completed acquisition rather than an open-market sale. The structure—cash paid per share plus CVRs—means former equity holders retain contingent upside via CVRs while losing direct stock ownership and voting rights. Cancellation and vesting of RSUs for cash and CVRs follows common merger mechanics; material governance change is the company becoming a wholly owned subsidiary of the acquiror.

Securities Analyst

TL;DR: The transaction removed a director's public equity stake and replaces it with fixed cash and contingent consideration.

From an investor-impact perspective, the transaction is material as it extinguishes public float and converts equity into $1.95 cash per share plus CVRs, potentially affecting liquidity and remaining public shareholders (if any). The reported 59,224-share disposition reduces the reporting person's direct exposure to any future public-market performance, but retains contingent value through CVRs for possible additional cash.

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^*

HILLEMAN JERYL 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 Jeryl Hilleman	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).
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FAQ

What did Jeryl Hilleman report on Form 4 for HLVX?

He reported the disposition of 59,224 shares as part of the merger consideration, resulting in 0 shares beneficially owned.

What consideration did HLVX shareholders receive in the merger?

$1.95 in cash per share plus one contingent value right (CVR) per share for potential additional contingent cash proceeds.

What happened to outstanding RSUs in the HilleVax transaction?

All outstanding RSUs vested and were canceled immediately prior to the merger in exchange for cash equal to $1.95 per underlying share and one CVR per underlying share.

Does the Form 4 indicate ongoing insider ownership after the merger?

No; the Form 4 shows the reporting person holds 0 shares following the reported transaction.

Was the disposition an open-market sale or merger-related?

It was merger-related, effected under the Agreement and Plan of Merger and resulting tender offer and merger.