Ligand (LGND) Director RSU Tax-Withholding — 115 Shares Withheld

Rhea-AI Filing Summary

Martine Zimmermann, a director of Ligand Pharmaceuticals (LGND), reported a disposal of company common stock related to tax withholding on 09/22/2025. The Form 4 shows 115 shares were withheld at an effective price of $170.77 per share to satisfy tax obligations arising from the settlement of restricted stock units, leaving Ms. Zimmermann with 4,443 shares beneficially owned on a direct basis. The filing was signed by an attorney-in-fact on behalf of the reporting person on 09/24/2025. The entry is a routine insider tax-withholding transaction rather than an active market sale.

Positive

• Timely and transparent disclosure of the insider transaction under Section 16
• Transaction clearly identified as RSU tax withholding, indicating no active sale for liquidity

Negative

• Reduction in direct ownership by 115 shares, lowering holdings to 4,443 shares

Insights

Financial Analyst

TL;DR: Small, routine insider withholding; minimal impact on float or valuation.

The reported 115-share disposal at $170.77 is explicitly described as tax withholding connected to RSU settlement, which typically does not reflect a change in the reporting person's investment conviction. The residual ownership of 4,443 shares is modest relative to typical institutional or executive holdings, so this transaction is unlikely to be material to LGND's market capitalization or liquidity. No derivative activity or other disposals are reported, and the transaction is documented and timely under Section 16 rules.

Corporate Governance Expert

TL;DR: Proper disclosure of RSU tax withholding shows compliance; no governance red flags present.

The Form 4 clearly marks the reporting person as a director and identifies the transaction code and explanatory note that shares were withheld to satisfy tax liabilities from RSU settlement. The filing was executed by an attorney-in-fact and dated within two days of the transaction date, indicating adherence to reporting timelines. There is no indication of coordinated sales or changes in control, so governance implications are routine and limited to standard equity compensation mechanics.

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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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^*

Zimmermann Martine

(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)
09/22/2025

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	09/22/2025		F		115(1)	D	$170.77	4,443	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. Represents shares withheld by the Issuer in payment of the tax liability arising in connection with the settlement of restricted stock units.

	By: /s/ Andrew Reardon, Attorney-in-Fact For: Martine Zimmermann	09/24/2025
	** 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 transaction did Martine Zimmermann report on Form 4 for LGND?

The Form 4 reports a disposal of 115 shares on 09/22/2025 related to tax withholding from the settlement of restricted stock units.

At what price were the shares withheld?

The shares were withheld at an effective price of $170.77 per share.

How many LGND shares does the reporting person own after the transaction?

Following the transaction, the reporting person beneficially owns 4,443 shares on a direct basis.

What is the reporting person's relationship to Ligand Pharmaceuticals (LGND)?

The Form 4 identifies Martine Zimmermann as a Director of Ligand Pharmaceuticals.

When was the Form 4 signed and by whom?

The form was signed by an attorney-in-fact, Andrew Reardon, on 09/24/2025.