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Ligand Pharmaceuticals (LGND) CFO exercises options and sells 31,641 shares under 10b5-1 plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LIGAND PHARMACEUTICALS INC’s Chief Financial Officer, Octavio Espinoza, reported option-related transactions and a share sale on August 12, 2026. He exercised stock options covering 31,641 shares of common stock at exercise prices between $52.84 and $70.04 per share, then sold 31,641 shares of common stock at a weighted-average price of $292.065 per share in multiple transactions. The company notes these trades were made under a written Rule 10b5-1 trading plan adopted on May 13, 2026.

Positive

  • None.

Negative

  • None.
Insider Espinoza Octavio
Role Chief Financial Officer
Sold 31,641 shs ($9.24M)
Approx. gross sale proceeds $9.24M
Approx. exercise cost $1.80M
Approx. pre-tax spread $7.44M
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) F1, F3 2,869 $0.00 $0.00
Exercise Employee Stock Option (right to buy) F1, F4 7,171 $0.00 $0.00
Exercise Non-Qualified Stock Option (right to buy) F1, F5 16,179 $0.00 $0.00
Exercise Non-Qualified Stock Option (right to buy) F1, F6 3,348 $0.00 $0.00
Exercise Non-Qualified Stock Option (right to buy) F1, F7 2,074 $0.00 $0.00
Exercise Common Stock F1 16,179 $52.84 $855K
Exercise Common Stock F1 2,074 $70.04 $145K
Exercise Common Stock F1 2,869 $55.75 $160K
Exercise Common Stock F1 7,171 $57.22 $410K
Exercise Common Stock F1 3,348 $68.74 $230K
Sale Common Stock F1, F2 31,641 $292.065 $9.24M
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); Non-Qualified Stock Option (right to buy) — 0 shares (Direct); Common Stock — 27,696 shares (Direct)
Footnotes (7)
  1. F1. The transactions reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on May 13, 2026, in accordance with Rule 10b5-1.
  2. F2. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $292.0098 to $292.0846. 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. F3. The original grant of 4,039 stock options vests and is exercisable as to approximately 15% of the underlying shares on August 13, 2020, approximately 70% of the underlying shares in 28 substantially equal monthly installments beginning on September 13, 2020, and approximately 15% of the underlying shares in 12 substantially equal monthly installments thereafter.
  4. F4. The stock option vests and is exercisable as to approximately 14% of the underlying shares on April 1, 2021, approximately 73% of the underlying shares in 32 substantially equal monthly installments on May 5, 2021, and approximately 13% of the underlying shares in 10 substantially equal monthly installments thereafter.
  5. F5. The stock option vests and is exercisable as to approximately 14% of the underlying shares on August 5, 2022, approximately 64% of the underlying shares in 28 substantially equal monthly installments beginning on September 5, 2022, and approximately 22% of the underlying shares in 12 substantially equal monthly installments thereafter.
  6. F6. The stock option vests and is exercisable as to approximately 13% of the underlying shares on August 11, 2019, and the remaining of the underlying shares in 40 substantially equal monthly installments thereafter.
  7. F7. The stock option vests and is exercisable as to approximately 16% of the underlying shares on August 1, 2019, approximately 74% of the underlying shares in 28 substantially equal monthly installments beginning on September 1, 2019, and approximately 10% of the underlying shares in 12 substantially equal monthly installments thereafter.
Shares sold 31,641 shares Common stock sale on August 12, 2026
Weighted-average sale price $292.065 per share Common stock sold in multiple transactions
Options exercised 31,641 shares Total underlying common shares from option exercises
Option exercise prices $52.84–$70.04 per share Employee and non-qualified stock options exercised
Rule 10b5-1 plan adoption date May 13, 2026 Plan governing reported transactions
Rule 10b5-1 regulatory
"plan adopted by the Reporting Person on May 13, 2026, in accordance with Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Non-Qualified Stock Option financial
"security_title: "Non-Qualified Stock Option (right to buy)""
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Employee Stock Option financial
"security_title: "Employee Stock Option (right to buy)""
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
weighted-average price financial
"The price reported in Column 4 is a weighted-average price."
Weighted-average price is the average of multiple prices where each price is counted according to its size or importance—larger trades carry more weight than smaller ones, like averaging course grades by credit hours. It matters to investors because it gives a more realistic picture of the true price paid or received, helping assess trade execution, compare performance, calculate cost basis, and value positions more accurately than a simple average.
trading plan regulatory
"transactions reported on this Form 4 were made pursuant to a written trading plan"
A trading plan is a written set of rules an investor follows about what to buy or sell, when to enter and exit positions, and how much risk to accept—like a travel itinerary that maps the route, stops, and budget before a trip. It matters because it helps remove emotional decisions during market swings, enforces discipline, and makes performance easier to review and improve, reducing the chance of costly impulsive moves.

FAQ

What did LGND’s CFO Octavio Espinoza report on this Form 4?

He reported exercising options for 31,641 shares of LIGAND PHARMACEUTICALS common stock and selling 31,641 shares on August 12, 2026. All transactions were related to employee and non-qualified stock options.

How many LGND shares did the CFO sell and at what price?

He sold 31,641 shares of LGND common stock at a weighted-average price of $292.065 per share. The sale occurred in multiple transactions within a price range of $292.0098–$292.0846.

What option exercise prices were involved in the LGND CFO’s Form 4?

The reported option exercises covered shares with exercise prices of $52.84, $55.75, $57.22, $68.74, and $70.04 per share. These options were originally granted as employee and non-qualified stock options.

Were the LGND CFO’s transactions done under a Rule 10b5-1 plan?

Yes. The filing states the transactions were made under a written Rule 10b5-1 trading plan adopted by the reporting person on May 13, 2026, indicating the trades were pre-arranged.

Does the LGND Form 4 show how many shares the CFO owns after these trades?

The reported transactions list the shares exercised and sold but do not provide a specific post-transaction ownership total for the CFO. Only the transaction-level share amounts and prices are disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Espinoza Octavio

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

(Street)
JUPITER FLORIDA 33458

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [ LGND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/12/2026M16,179(1)A$52.8443,875D
Common Stock08/12/2026M2,074(1)A$70.0445,949D
Common Stock08/12/2026M2,869(1)A$55.7548,818D
Common Stock08/12/2026M7,171(1)A$57.2255,989D
Common Stock08/12/2026M3,348(1)A$68.7459,337D
Common Stock08/12/2026S31,641(1)D$292.065(2)27,696D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$55.7508/12/2026M2,869(1) (3)02/13/2030Common Stock2,869$0.00D
Employee Stock Option (right to buy)$57.2208/12/2026M7,171(1) (4)10/01/2030Common Stock7,171$0.00D
Non-Qualified Stock Option (right to buy)$52.8408/12/2026M16,179(1) (5)05/05/2032Common Stock16,179$0.00D
Non-Qualified Stock Option (right to buy)$68.7408/12/2026M3,348(1) (6)02/11/2029Common Stock3,348$0.00D
Non-Qualified Stock Option (right to buy)$70.0408/12/2026M2,074(1) (7)02/01/2029Common Stock2,074$0.00D
Explanation of Responses:
1. The transactions reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on May 13, 2026, 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 $292.0098 to $292.0846. 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 original grant of 4,039 stock options vests and is exercisable as to approximately 15% of the underlying shares on August 13, 2020, approximately 70% of the underlying shares in 28 substantially equal monthly installments beginning on September 13, 2020, and approximately 15% of the underlying shares in 12 substantially equal monthly installments thereafter.
4. The stock option vests and is exercisable as to approximately 14% of the underlying shares on April 1, 2021, approximately 73% of the underlying shares in 32 substantially equal monthly installments on May 5, 2021, and approximately 13% of the underlying shares in 10 substantially equal monthly installments thereafter.
5. The stock option vests and is exercisable as to approximately 14% of the underlying shares on August 5, 2022, approximately 64% of the underlying shares in 28 substantially equal monthly installments beginning on September 5, 2022, and approximately 22% of the underlying shares in 12 substantially equal monthly installments thereafter.
6. The stock option vests and is exercisable as to approximately 13% of the underlying shares on August 11, 2019, and the remaining of the underlying shares in 40 substantially equal monthly installments thereafter.
7. The stock option vests and is exercisable as to approximately 16% of the underlying shares on August 1, 2019, approximately 74% of the underlying shares in 28 substantially equal monthly installments beginning on September 1, 2019, and approximately 10% of the underlying shares in 12 substantially equal monthly installments thereafter.
By: /s/ Andrew Reardon, Attorney-in-Fac For: Octavio Espinoza08/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)