HLVX merger: director holdings settled for $1.95 cash and CVR

Rhea-AI Filing Summary

Nanette Cocero, a director of HilleVax, Inc. (HLVX), reported a corporate-action transaction dated 09/17/2025 that resulted in the disposition of 17,199 shares of the company's common stock, leaving her with 0 shares beneficially owned. The Form 4 shows Transaction Code U, indicating the change was due to a merger-related corporate action. The filing explains that XOMA Royalty Corporation completed a tender offer and Merger Sub merged into HilleVax, with HilleVax becoming a wholly owned subsidiary. Under the merger terms, former shareholders received $1.95 in cash per share plus one contingent value right (CVR) per share; outstanding RSUs vested and were settled for cash and CVRs.

Positive

• Merger completed, converting HilleVax into a wholly owned subsidiary of XOMA Royalty Corporation.
• Shareholders received $1.95 cash per share plus one contingent value right (CVR), providing immediate cash consideration and potential contingent upside.
• Outstanding RSUs vested and were settled for cash and CVRs, removing future equity dilution from those awards.

Negative

• Reporting person disposed of 17,199 shares, resulting in 0 shares beneficially owned following the transaction.
• Consideration includes CVRs, which are contingent and may not provide guaranteed additional value beyond the $1.95 cash per share.

Insights

Financial Analyst

TL;DR: Director's entire equity position was extinguished in a merger where shareholders received $1.95 cash plus a contingent value right per share.

The Form 4 reflects a corporate-action disposition, not a voluntary sale, consistent with the announced merger and tender offer by XOMA Royalty Corporation. The material terms cited—$1.95 cash per share plus one CVR per share—are the key economic outcomes for former equity holders. The cancellation and cash settlement of RSUs reduced potential future dilution and converted equity compensation into merger consideration.

Corporate Governance Expert

TL;DR: Insider holdings were converted and cancelled under merger terms; disclosure aligns with Section 16 reporting requirements.

The filing documents appropriate Section 16 reporting following a change-in-control transaction. Use of Transaction Code U and the attorney-in-fact signature indicate administrative filing compliance. The complete vesting and cash settlement of RSUs is notable for disclosure of how incentive awards were treated at closing.

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^*

Cocero Nanette

(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 Nanette Cocero	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 Nanette Cocero report on Form 4 for HLVX?

The Form 4 reports a 09/17/2025 corporate-action disposition of 17,199 common shares under Transaction Code U, leaving her with 0 shares.

What consideration did HLVX shareholders receive in the transaction?

Shareholders received $1.95 in cash per share plus one contingent value right (CVR) per share according to the filing.

How were outstanding RSUs handled in the merger?

Each outstanding RSU vested in full and was canceled in exchange for cash equal to $1.95 times the underlying shares and one CVR per underlying share.

Does the Form 4 indicate a voluntary sale by the director?

No; the transaction is coded U, indicating the change resulted from a corporate action (merger/tender offer), not a voluntary sale.

Who signed the Form 4 on behalf of the reporting person?

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