HLVX merger closes: $1.95 cash per share plus CVR; CFO reports zero post-close holdings

Rhea-AI Filing Summary

HilleVax, Inc. (HLVX) reported on Form 4 that Shane Maltbie, the company's Chief Financial Officer, disposed of 83,738 shares of HilleVax common stock on 09/17/2025, and following the transaction beneficial ownership is 0 shares.

The filing explains this sale occurred in connection with a merger transaction under an Agreement and Plan of Merger dated August 4, 2025. Purchasers completed a tender offer to acquire all outstanding common stock for $1.95 in cash per share plus one contingent value right (CVR) per share entitling holders to potential contingent cash payments. After the tender, Merger Sub merged into HilleVax and HilleVax became a wholly owned subsidiary of XOMA Royalty Corporation effective 09/17/2025.

Positive

• All outstanding shares were acquired through a tender offer and short-form merger, providing liquidity to shareholders.
• Cash consideration of $1.95 per share was paid to shareholders, plus a CVR offering potential additional contingent cash payments.

Negative

• Reporting person disposed of all holdings (83,738 shares), leaving 0 shares beneficially owned following the transaction.

Insights

Financial Analyst

TL;DR: Insider sale of all holdings tied to consummated merger; shareholders received $1.95 cash plus a CVR.

The Form 4 documents an officer-level disposition of 83,738 shares coincident with the closing of a tender offer and subsequent merger on 09/17/2025. The filing is transactional and reflects consummation of the announced acquisition rather than an isolated trading decision. For investors, the key facts are the per-share cash consideration of $1.95 and the issuance of CVRs that may provide additional contingent cash value.

M&A Specialist

TL;DR: Merger completed by tender offer and short-form merger; consideration was $1.95 cash plus a CVR per share.

The disclosure confirms the purchasers (Parent and Merger Sub) completed a tender offer for all issued and outstanding shares and effected a merger with the issuer as the surviving entity, making the issuer a wholly owned subsidiary of XOMA Royalty Corporation as of 09/17/2025. The structure—cash plus contingent value rights—indicates retained upside contingent on future events defined in the 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

OMB APPROVAL

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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^*

Maltbie Shane

(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)

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

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		83,738	D	(1)	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.

	/s/ Paul Bavier, Attorney-in-Fact for Shane Maltbie	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 Shane Maltbie report on the HLVX Form 4?

The Form 4 shows Shane Maltbie, CFO, disposed of 83,738 shares on 09/17/2025 and now holds 0 shares.

What consideration did HilleVax shareholders receive in the transaction?

Shareholders received $1.95 in cash per share plus one contingent value right (CVR) entitling holders to potential contingent cash payments.

When did the merger become effective for HilleVax (HLVX)?

The filing states the merger and the Effective Time occurred on 09/17/2025.

Who acquired HilleVax according to the Form 4?

The purchasers are XOMA Royalty Corporation (Parent) and its wholly owned subsidiary XRA 4 Corp. (Merger Sub).

Does the Form 4 disclose any retained ownership by the reporting person after the merger?

No; the Form 4 discloses the reporting person has 0 shares following the reported transaction.