Ligand CEO reports stock grants, tax share offsets

Ligand Pharmaceuticals CEO Todd C. Davis reported equity compensation activity involving common stock.

Rhea-AI Filing Summary

Ligand Pharmaceuticals CEO Todd C. Davis reported equity compensation activity involving common stock. On February 14, 2026, he acquired 20,782 and 39,644 shares at $0.00 per share as grants tied to performance and restricted stock units. On February 14–15, 2026, a total of 32,877 shares at $183.83 per share were disposed of as share-withholding transactions to cover tax liabilities upon PSU and RSU settlement. After these transactions, his directly owned holdings remained in the mid‑190,000 share range across the reported rows.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Davis Todd C

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,039	$183.83	$375K
Exercise Price or Tax Liability	Common Stock	4,255	$183.83	$782K
Exercise Price or Tax Liability	Common Stock	2,805	$183.83	$516K
Grant/Award	Common Stock	20,782	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,178	$183.83	$1.50M
Grant/Award	Common Stock	39,644	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	15,600	$183.83	$2.87M

Holdings After Transaction: Common Stock — 188,886 shares (Direct)

Footnotes (3)

1. F1. Represents shares of common stock issued upon the vesting and certification of performance stock units ("PSUs").
2. F2. Represents shares withheld by the Issuer in payment of the tax liability arising in connection with the settlement of PSUs.
3. F3. Represents shares withheld by the Issuer in payment of the tax liability arising in connection with the settlement of restricted stock units.

FAQ

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What insider transactions did LGND CEO Todd C. Davis report on this Form 4?

Todd C. Davis reported equity awards and related tax-withholding transactions in Ligand Pharmaceuticals common stock. He received share grants from performance and restricted stock units, and separate share disposals occurred solely to satisfy associated tax liabilities at a reported price of $183.83.

How many LGND shares did the CEO acquire through grants in this filing?

The CEO acquired 20,782 and 39,644 Ligand Pharmaceuticals shares as stock grants. Footnotes explain these represent common shares issued upon vesting and certification of performance stock units and settlement of restricted stock units, reflecting non-cash equity compensation rather than open-market purchases.

Were the LGND share dispositions by the CEO open-market sales?

The reported Ligand share disposals were not open-market sales. Each disposition used transaction code F and is described as shares withheld by the issuer to pay tax liabilities arising from PSU and RSU settlements, functioning as tax-withholding rather than discretionary selling.

What was the reported price for the LGND tax-withholding share dispositions?

Each tax-withholding disposition in Ligand Pharmaceuticals common stock used a reported price of $183.83 per share. This price applied to multiple F-code transactions covering shares withheld by the issuer to satisfy tax obligations on vested performance and restricted stock units.

Does the LGND CEO continue to hold shares after these Form 4 transactions?

Yes. The Form 4 shows Todd C. Davis continuing to hold a substantial number of Ligand shares directly. Totals following individual transactions are reported between 173,941 and 213,585 shares, reflecting adjustments from grants and tax-withholding but maintaining a significant direct ownership position.

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Accepted by SEC EDGAR 02/18/2026 - 04:21 PM Learn about SEC filing dates

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^*

Davis Todd C

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		20,782	A	$0.0(1)	182,119	D
Common Stock	02/14/2026		F		8,178(2)	D	$183.83	173,941	D
Common Stock	02/14/2026		A		39,644	A	$0.0(1)	213,585	D
Common Stock	02/14/2026		F		15,600(2)	D	$183.83	197,985	D
Common Stock	02/15/2026		F		2,039(3)	D	$183.83	195,946	D
Common Stock	02/15/2026		F		4,255(3)	D	$183.83	191,691	D
Common Stock	02/15/2026		F		2,805(3)	D	$183.83	188,886	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: Todd C. Davis	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.
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