Welcome to our dedicated page for Ligand Pharma SEC filings (Ticker: LGND), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Ligand Pharmaceuticals disclosed the terms of a new convertible debt and related option transactions. The company issued 0.75% Convertible Senior Notes due 2030 under an Indenture dated August 14, 2025. Holders may convert notes into cash, shares of common stock or a combination, subject to conversion triggers including a common stock trading threshold of at least 130% of the conversion price for 20 of 30 trading days, specified measurement-period pricing tests (below 98% thresholds) and certain corporate events; unrestricted conversion is permitted on or after July 1, 2030 until shortly before maturity. Ligand separately entered into Purchased Options covering approximately 2.36 million common shares at an initial strike of about $194.79 per share; these options are intended to reduce potential dilution or offset cash payments tied to conversions. Exhibits include the Indenture, form of Global Note, confirmations for hedge and warrant transactions, and press releases dated August 11 and August 14, 2025. The filing is signed by Andrew Reardon, Chief Legal Officer and Secretary.
Janus Henderson Group plc reports a significant passive holding in Ligand Pharmaceuticals common stock, totaling 1,060,734 shares (5.5% of the class). The filing identifies Janus Henderson indirect subsidiaries, with JHIUS reported as beneficial owner of 990,102 shares (5.1%), and indicates these positions are managed by registered investment adviser subsidiaries for managed portfolios. The filer certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Andrew Reardon, Chief Legal Officer and Secretary of Ligand Pharmaceuticals (LGND), reported that 1,325 shares of common stock were withheld by the issuer to satisfy the tax liability arising from the settlement of restricted stock units. The withholding used a price of $150.06 per share.
After the withholding, Reardon beneficially owns 30,811 shares, reported as direct ownership. The filing lists transaction code F and the form's explanation explicitly states the withheld shares paid the tax liability on RSU settlement. This disclosure reflects a routine, compensation-related withholding rather than an open-market sale or purchase.
Ligand Pharmaceuticals reported a proposed private placement of $400.0 million aggregate principal amount of convertible senior notes due 2030, with initial purchasers offered a 13-day option to buy up to an additional $60.0 million. The notes are being offered to qualified institutional buyers under Rule 144A and have not been registered under the Securities Act.
The company also entered into a Second Amendment to its Credit Agreement to permit certain cash settlement payments on the notes, subject to customary conditions. The filing includes the amendment and a press release as exhibits, and emphasizes that any offering will be made only by confidential offering memorandum and is not a public solicitation.
Ligand Pharmaceuticals (LGND) reported stronger results in the quarter ended June 30, 2025, with total revenues of $47.6 million, up from $41.5 million a year earlier, driven by higher royalties of $36.4 million and a jump in income from financial royalty assets to $6.3 million from $0.6 million. Operating income for the quarter turned positive at $8.4 million compared with an operating loss a year earlier, reflecting higher royalty receipts and Captisol sales.
Despite the quarterly improvement, the first half of 2025 produced a $51.9 million net loss versus net income of $34.2 million in the prior-year period, largely reflecting non-operating swings and a $44.3 million one-time research and development expense tied to the Castle Creek transaction. Material transactions this period include the Castle Creek investment (Ligand funded $50 million of a $75 million syndicate, allocating $44.3 million to D-Fi royalty rights and $5.8 million to a warrant) and the prior Apeiron acquisition (base consideration $100.5 million with Qarziba royalty assets added). Balance sheet highlights: total assets $948.6 million, cash $67.7 million, and stockholders' equity $828.5 million; Pelthos was classified as held for sale with assets of $35.2 million and related liabilities of $35.7 million.
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