HLVX Merger: 17,199 Shares Converted to $1.95 Cash Plus CVRs

Rhea-AI Filing Summary

Gary Dubin, a director of HilleVax, Inc. (HLVX), reported disposition of 17,199 shares of common stock on 09/17/2025. The reported disposals were made in connection with a completed merger transaction under an Agreement and Plan of Merger dated August 4, 2025, in which XOMA Royalty Corporation and its subsidiary acquired all outstanding HilleVax shares. Consideration per share was $1.95 in cash plus one contingent value right (CVR) per share to receive potential contingent cash payments. Immediately prior to the merger effective time, outstanding restricted stock units vested and were cancelled in exchange for cash equal to the $1.95 per share amount times the underlying shares and one CVR per underlying share. Following the reported transaction, the reporting person beneficially owned 0 shares.

Positive

• Completed change-of-control transaction with defined consideration of $1.95 per share plus CVRs
• RSUs vested and were settled for cash and CVRs, ensuring holders received merger consideration

Negative

• Reporting person disposed of 17,199 shares, and beneficial ownership is reported as 0 following the transaction

Insights

Financial Analyst

TL;DR: Insider disposed of 17,199 shares in a merger paying $1.95 per share plus CVRs; outstanding RSUs vested and were cashed out.

The Form 4 documents a corporate control transaction where HilleVax became a wholly owned subsidiary of XOMA Royalty Corporation via a tender offer and subsequent merger effective 09/17/2025. Consideration was fixed at $1.95 per share in cash with a contingent value right per share for additional contingent payments. The reporting person’s 17,199 shares were disposed of as part of the transaction, and outstanding RSUs vested and were cancelled for cash equal to $1.95 times underlying shares plus one CVR per underlying share. This is a transaction-driven change in ownership rather than open-market trading.

Corporate Governance Expert

TL;DR: Transaction reflects a completed change of control; insider holdings were converted and reduced to zero following merger terms.

The filing indicates compliance actions tied to a merger agreement dated August 4, 2025, and confirms that restricted stock units vested immediately prior to the effective time and were cancelled for merger consideration. The reporting was executed by an attorney-in-fact on 09/17/2025. The filing documents the mechanics of equity consideration in a change-of-control and shows the reporting person no longer retains beneficial ownership of the disposed common stock.

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^*

Dubin Gary

(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		17,199	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 Gary Dubin	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Gary Dubin report on Form 4 for HLVX?

The Form 4 reports the disposition of 17,199 HilleVax common shares on 09/17/2025 in connection with a merger.

What was the per-share consideration in the HilleVax merger (HLVX)?

Consideration was $1.95 in cash per share plus one contingent value right (CVR) per share for possible additional cash.

What happened to outstanding RSUs in the HilleVax transaction?

Each outstanding restricted stock unit vested immediately prior to the merger and was cancelled in exchange for cash equal to $1.95 times the underlying shares plus one CVR per underlying share.

When did the merger of HilleVax become effective?

The merger became effective on 09/17/2025, the same date reported on the Form 4.

Who executed the Form 4 filing for Gary Dubin?

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