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Ligand (LGND) Director Executes 10b5-1 Sales on Sept 2, 2025

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

John W. Kozarich, a director of Ligand Pharmaceuticals Inc. (LGND), reported share dispositions on 09/02/2025 made pursuant to a written Rule 10b5-1 trading plan adopted March 07, 2025. The Form 4 discloses sales executed on that date with weighted-average prices in three ranges: $161.03–$162.02, $162.36–$162.60, and $163.99–$164.50. The filings list disposals associated with those transactions and include a signature by an attorney-in-fact on 09/04/2025. The filer states it will provide, upon request, full breakdowns of shares sold at each price within the disclosed ranges.

Positive

  • Transactions were executed under a documented Rule 10b5-1 trading plan, which can indicate pre-scheduled, non-opportunistic trades
  • Filing provides weighted-average price ranges and commits to supplying per-price sale breakdowns on request, supporting transparency

Negative

  • Director disposed of shares on 09/02/2025, which may reduce insider ownership stake
  • Form 4 does not disclose exact number of shares sold at each specific price within the provided ranges (only weighted-average ranges are given)

Insights

TL;DR: Routine insider sales under a 10b5-1 plan; no new company disclosures or material corporate events reported.

The Form 4 documents that Director John W. Kozarich executed share sales on 09/02/2025 pursuant to a written trading plan adopted 03/07/2025 in accordance with Rule 10b5-1. The filing provides weighted-average price ranges for the transactions and commits to disclose per-price quantities on request. From an investor-disclosure perspective, this is a standard Section 16 filing that notifies the market of director disposals but does not disclose company operational or financial changes.

TL;DR: Sales executed under an established plan limit signaling; filing meets standard disclosure requirements.

The report explicitly indicates the trades occurred pursuant to a pre-established 10b5-1 plan, which typically reduces concerns about opportunistic trading tied to undisclosed information. The Form 4 includes the weighted-average price information and offers full per-price breakdowns upon request, satisfying transparency expectations for insider transaction reporting. No amendments, unusual transaction codes, or additional beneficial ownership changes are reported beyond the disposals.

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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KOZARICH JOHN W

(Last) (First) (Middle)
555 HERITAGE DRIVE
SUITE 200

(Street)
JUPITER FL 33458

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [ LGND ]
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)
09/02/2025
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 09/02/2025 S 267(1) D $161.5135(2) 45,722 D
Common Stock 09/02/2025 S 115(1) D $162.5188(3) 45,607 D
Common Stock 09/02/2025 S 85(1) D $164.248(4) 45,522 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. The transaction reported on this Form 4 was made pursuant to a written trading plan adopted by the Reporting Person on March 07, 2025, in accordance with Rule 10b5-1.
2. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $161.0300 to $162.0200. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $162.3600 to $162.6000. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $163.9900 to $164.5000. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
By: /s/ Andrew Reardon, Attorney-in-Fact For: John W. Kozarich 09/04/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did John W. Kozarich report on the Form 4 for LGND?

He reported share disposals on 09/02/2025 executed under a Rule 10b5-1 trading plan adopted 03/07/2025, with weighted-average price ranges disclosed.

Were the sales by the director part of a 10b5-1 trading plan?

Yes. The Form 4 expressly states the transactions were made pursuant to a written trading plan adopted on 03/07/2025 in accordance with Rule 10b5-1.

What price information is provided for the sales?

Weighted-average price ranges are provided: $161.03–$162.02, $162.36–$162.60, and $163.99–$164.50; the filer will provide per-price quantities upon request.

On what date were the transactions executed and when was the form signed?

Transactions were executed on 09/02/2025 and the Form 4 was signed by an attorney-in-fact for John W. Kozarich on 09/04/2025.

Does the Form 4 indicate any other changes in beneficial ownership?

No. The filing reports the disposals described and does not disclose other changes to beneficial ownership or derivative holdings.
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Biotechnology
Pharmaceutical Preparations
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United States
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