Ligand (NASDAQ: LGND) CFO reports PSU and RSU vesting with tax-withheld shares

Rhea-AI Filing Summary

Ligand Pharmaceuticals Chief Financial Officer equity transactions center on PSU and RSU settlements and related tax withholding. On February 14, Octavio Espinoza acquired 7,390 and 8,810 shares of common stock at $0 per share through grants tied to performance and restricted stock units. On February 14–15, he disposed of a total of 11,763 shares at $183.83 per share in tax-withholding dispositions, where shares were withheld by the issuer to cover tax liabilities.

Insights

Equity compensation analyst

CFO activity reflects routine stock unit vesting with shares withheld for taxes.

The transactions for Ligand Pharmaceuticals involve equity compensation rather than open-market buying or selling. Octavio Espinoza received grants totaling 16,200 common shares at $0 per share tied to performance and restricted stock units vesting.

To satisfy related tax obligations, the issuer withheld 11,763 shares at $183.83 per share as tax-withholding dispositions. These events are typical for executive compensation programs and do not, by themselves, signal a directional view on the company’s stock.

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).

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/14/2026		A		7,390	A	$0.0(1)	35,965	D
Common Stock	02/14/2026		F		3,761(2)	D	$183.83	32,204	D
Common Stock	02/14/2026		A		8,810	A	$0.0(1)	41,014	D
Common Stock	02/14/2026		F		4,483(2)	D	$183.83	36,531	D
Common Stock	02/15/2026		F		1,026(3)	D	$183.83	35,505	D
Common Stock	02/15/2026		F		1,223(3)	D	$183.83	34,282	D
Common Stock	02/15/2026		F		1,270(3)	D	$183.83	33,012	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 of common stock issued upon the vesting and certification of performance stock units ("PSUs").

2. Represents shares withheld by the Issuer in payment of the tax liability arising in connection with the settlement of PSUs.

3. 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: Octavio Espinoza	02/18/2026
	** 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 Ligand Pharmaceuticals (LGND) CFO Octavio Espinoza report in this Form 4?

The CFO reported equity compensation activity, including stock issued upon vesting of performance and restricted stock units, and related tax-withholding dispositions where shares were withheld by the issuer to cover tax liabilities rather than sold on the open market.

How many Ligand Pharmaceuticals (LGND) shares did the CFO acquire through awards?

Octavio Espinoza acquired 7,390 and 8,810 shares of Ligand Pharmaceuticals common stock at $0 per share. These shares were issued upon vesting and certification of performance stock units and settlement of restricted stock units, reflecting equity compensation rather than cash purchases.

Were the Ligand Pharmaceuticals (LGND) CFO’s Form 4 transactions open-market sales?

No, the reported dispositions were tax-withholding events. Shares of Ligand Pharmaceuticals common stock were withheld by the issuer at $183.83 per share to satisfy tax liabilities from PSU and RSU settlements, not discretionary open-market sales by the CFO.

What price was used for the Ligand Pharmaceuticals (LGND) tax-withholding share dispositions?

The tax-withholding dispositions used a price of $183.83 per share. At this price, Ligand Pharmaceuticals shares were withheld by the issuer to pay taxes arising from the vesting and settlement of the CFO’s performance and restricted stock units.

What do the performance stock unit vestings mean for Ligand Pharmaceuticals (LGND) CFO ownership?

The vesting and certification of performance stock units increased the CFO’s Ligand Pharmaceuticals share holdings through stock issued at no cash cost. Some of these shares were then withheld to cover tax liabilities, leaving a net increase smaller than the gross awards.

How many Ligand Pharmaceuticals (LGND) shares were withheld for tax liabilities?

A total of 11,763 Ligand Pharmaceuticals common shares were withheld in several transactions. These withholdings, coded as tax-withholding dispositions, covered tax liabilities connected to the settlement of performance stock units and restricted stock units granted to the CFO.