Ligand Pharma SEC Filings

Ligand Pharmaceuticals director Nancy Ryan Gray received new equity awards. She was granted 836 restricted stock units of common stock, which fully vest on the earlier of the next annual stockholder meeting or the first anniversary of the June 5, 2026 grant date.

Gray was also granted a non-qualified stock option for 2,938 shares of common stock at an exercise price of $237.00 per share, expiring on June 5, 2036. Following these grants, she holds 8,930 shares of common stock directly and 2,938 outstanding stock options.

Ligand Pharmaceuticals Incorporated reported the results of its 2026 annual stockholder meeting. Stockholders elected eight directors for terms expiring at the 2027 annual meeting, with support levels generally above 16.2 million votes for each nominee.

Investors ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 18,526,515 votes for and 257,924 against. Stockholders also approved a non-binding advisory resolution on executive compensation and an amendment and restatement of the Company’s 2002 Stock Incentive Plan, with 16,497,712 and 16,643,281 votes for each proposal, respectively.

Ligand Pharmaceuticals’ CLO and Secretary Andrew Reardon reported a set of planned insider trades in company common stock. On June 1, 2026, he exercised employee stock options for 5,000 shares at an exercise price of $52.27 per share, converting them into common stock.

On the same date, he executed open‑market sales totaling 5,000 shares of common stock in multiple transactions, at reported weighted‑average prices that include $230.41, $229.47, $228.57 and $223.95 per share. After these transactions, he directly holds 46,382 shares of Ligand common stock. The filing notes that these trades were carried out under a pre‑arranged Rule 10b5‑1 trading plan adopted on November 24, 2025.

Ligand Pharmaceuticals’ Chief Financial Officer Octavio Espinoza exercised employee stock options to acquire 1,736 shares of Common Stock on May 27, 2026. He exercised 972 options at an exercise price of $52.84 per share and 764 options at $63.62 per share. Following these transactions, he directly holds 27,679 Common Shares. The filing also shows 17,407 employee stock options remaining outstanding at a $63.62 exercise price, with expirations in 2032, reflecting routine compensation-related equity activity rather than open‑market buying or selling.

Ligand Pharmaceuticals Incorporated filed a current report describing Amendment No. 1 to its Agreement and Plan of Merger with XOMA Royalty Corporation and Flex Merger Sub, Inc. The amendment, dated May 16, 2026, adds XOMA Royalty Holdings Corporation as a party to the merger agreement.

The transaction structure contemplates a holding company reorganization under Nevada law, with XOMA Royalty Holdings Corporation surviving as a wholly owned subsidiary of Ligand. The report emphasizes that XOMA Royalty will file preliminary and definitive proxy statements, and that its stockholders should base any vote on those proxy materials.

The filing includes extensive forward-looking statement language highlighting risks that could prevent or delay completion of the proposed acquisition, including regulatory approvals, XOMA Royalty stockholder approval, integration challenges, transaction costs, market conditions and potential litigation. Amendment No. 1 itself is filed as Exhibit 2.1 and incorporated by reference.

LIGAND PHARMACEUTICALS INC director John W. Kozarich reported a combination of option exercises and open-market sales of common stock. He exercised non-qualified stock options covering 2,034 shares at an exercise price of $69.5100 per share and sold 2,501 shares in multiple transactions at prices around $223–$234 per share. The filing shows he directly owned 41,786 common shares after the reported transactions. All trades were executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 7, 2025, indicating they were scheduled in advance rather than timed discretionarily.

LGND reporting person John Kozarich disclosed recent sales of Common Stock under Rule 144 procedures. The filing lists a planned Stock Option Exercise for 1,575 shares on 05/13/2026 through Morgan Stanley Smith Barney LLC as issuer-directed cash settlement. The record also lists four recent dispositions: 459, 467, 467, and 467 shares on 05/12/2026, 05/01/2026, 04/01/2026, and 03/02/2026 respectively, with gross proceeds shown in the filing.

John Kozarich submitted a Form 144 proposing the sale of 459 shares of Common Stock of the issuer on 05/12/2026.

The filing lists the sale method as a Stock Option Exercise with cash proceeds and identifies Morgan Stanley Smith Barney LLC as the broker. The excerpt also shows three prior dispositions by John Kozarich of 467 shares each on 05/01/2026, 04/01/2026, and 03/02/2026 with the reported gross amounts $111,519.60, $94,440.09, and $93,632.37, respectively.

Ligand Pharmaceuticals reported Q1 2026 revenues and income of $51.7 million, up from $45.3 million in Q1 2025, driven mainly by higher royalties. Royalties rose to $43.0 million from $27.5 million, including strong contributions from Filspari, Kyprolis and Qarziba.

The company generated operating income of $17.4 million versus a prior-year operating loss, but recorded a non-operating loss of $41.6 million largely from a $49.2 million fair value decline in Pelthos-related investments. Net loss narrowed to $13.3 million, or $0.67 per share, compared with a $42.5 million loss a year earlier.

Ligand ended March 31, 2026 with cash and cash equivalents of $115.1 million and short‑term investments of $664.3 million. It has $460.0 million of 0.75% convertible senior notes due 2030 outstanding and reported operating cash flow of $48.7 million for the quarter.