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  4. [Form 4] LIGAND PHARMACEUTICALS INC Insider Trading Activity

LGND (LGND) director receives RSUs, stock options and tax-withholding share disposition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LIGAND PHARMACEUTICALS INC director Martine Zimmermann reported routine equity compensation and related tax withholding. She received 836 restricted stock units, each convertible into one share of common stock, granted by the board on June 5, 2026. These RSUs fully vest on the earlier of the next annual stockholder meeting or the first anniversary of the grant date. The company also granted her non-qualified stock options for 2,938 shares at an exercise price of $237.00 per share, with the same vesting schedule and expiration in 2036. To cover taxes on RSU settlement, 182 shares of common stock were withheld, a non-market disposition. After these transactions, she directly holds 5,279 common shares and 2,938 options.

Positive

  • None.

Negative

  • None.
Insider Zimmermann Martine
Role null
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy) 2,938 $0.00 --
Grant/Award Common Stock 836 $0.00 --
Tax Withholding Common Stock 182 $237.00 $43K
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 2,938 shares (Direct, null); Common Stock — 5,279 shares (Direct, null)
Footnotes (1)
  1. Represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. Acquired by a grant of the Board of Directors of the Company at their annual meeting on June 5, 2026. Fully vests on the earlier of (A) the date of the next annual meeting of the Company stockholders following the grant date or (B) on the first anniversary of the date of grant. Represents shares withheld by the Issuer in payment of the tax liability arising in connection with the settlement of restricted stock units. Acquired by a grant of the Board of Directors of the Company at their annual meeting on June 5, 2026. Fully vests on the earlier of (A) the date of the next annual meeting of the Company stockholders following the grant date or (B) on the first anniversary of the date of grant.
RSU grant 836 units Common stock RSUs granted June 5, 2026
Option grant size 2,938 options Non-qualified stock options granted June 5, 2026
Option exercise price $237.00 per share Strike price for non-qualified stock options
Tax-withheld shares 182 shares Shares withheld to cover RSU tax liability
Common shares after transactions 5,279 shares Direct LGND common stock holdings post-Form 4
Options after transactions 2,938 options Direct non-qualified stock option holdings post-Form 4
Option expiration June 5, 2036 Non-qualified stock option term end date
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Non-Qualified Stock Option (right to buy) financial
"security_title": "Non-Qualified Stock Option (right to buy)""
tax liability financial
"shares withheld by the Issuer in payment of the tax liability arising in connection with the settlement"
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
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Form 4 Insider Transactions: What Each Field Means →
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).
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*
Zimmermann Martine
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026		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 Stock06/05/2026A836(1)A$0.05,279D
Common Stock06/05/2026F182(2)D$2375,097D
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
Non-Qualified Stock Option (right to buy)$23706/05/2026A2,938 (3)06/05/2036Common Stock2,938$0.02,938D
Explanation of Responses:
1. Represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. Acquired by a grant of the Board of Directors of the Company at their annual meeting on June 5, 2026. Fully vests on the earlier of (A) the date of the next annual meeting of the Company stockholders following the grant date or (B) on the first anniversary of the date of grant.
2. Represents shares withheld by the Issuer in payment of the tax liability arising in connection with the settlement of restricted stock units.
3. Acquired by a grant of the Board of Directors of the Company at their annual meeting on June 5, 2026. Fully vests on the earlier of (A) the date of the next annual meeting of the Company stockholders following the grant date or (B) on the first anniversary of the date of grant.
By: /s/ Andrew Reardon, Attorney-in-Fact For: Martine Zimmermann06/09/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Martine Zimmermann receive from LGND on June 5, 2026?

Martine Zimmermann received 836 restricted stock units and non-qualified stock options for 2,938 shares at $237.00 per share. Both grants were approved by the board on June 5, 2026, as part of her director compensation package.

How and when do Martine Zimmermann’s new LGND RSUs and options vest?

Both the 836 RSUs and the 2,938 stock options vest fully on the earlier of the next annual stockholder meeting or the first anniversary of the June 5, 2026 grant date. This creates a single vesting event tied to board and calendar timing.

Why were 182 shares of LGND common stock disposed of in this Form 4?

The 182 shares were withheld by the company to pay tax liabilities arising from RSU settlement. This “F” code disposition is a tax-withholding transaction, not an open-market sale, and does not represent a discretionary change in Zimmermann’s investment view.

What are Martine Zimmermann’s LGND share and option holdings after these transactions?

Following the reported transactions, Martine Zimmermann directly holds 5,279 shares of LGND common stock and 2,938 non-qualified stock options. These positions reflect her updated equity stake after receiving new awards and having shares withheld to satisfy associated tax obligations.

What is the exercise price and term of Martine Zimmermann’s new LGND stock options?

The non-qualified stock options cover 2,938 shares of LGND common stock at an exercise price of $237.00 per share. They were granted on June 5, 2026 and are scheduled to expire on June 5, 2036, giving a 10-year exercise window after vesting.