Mural Oncology plc (MURA) details option cancellations in $2.035 per share deal

Rhea-AI Filing Summary

Mural Oncology plc disclosed that a director reported the cancellation of stock options in connection with the company’s sale. Under a Transaction Agreement dated August 20, 2025, XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, acquired all the issued and to be issued share capital of Mural Oncology for a cash purchase price of $2.035 per share, with the acquisition completed as of December 5, 2025 (the Effective Time).

At the Effective Time, each option to purchase ordinary shares with an exercise price per share equal to or greater than the $2.035 Scheme Consideration was cancelled and ceased to be outstanding, and no cash was delivered for those options. The report lists stock options to buy 8,637 ordinary shares at $2.56 expiring on June 10, 2035, 8,462 shares at $3.35 expiring on May 29, 2034, and 15,021 shares at $3.61 expiring on December 13, 2033, all of which now show zero derivative securities beneficially owned.

Insights

Corporate actions analyst

Mural Oncology’s all-cash acquisition leads to cancellation of higher-priced director stock options.

The disclosure shows that XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, acquired all the issued and to be issued share capital of Mural Oncology plc for a cash price of $2.035 per ordinary share. The acquisition became effective on December 5, 2025, which the document refers to as the Effective Time.

Under the Agreement, each option to purchase ordinary shares with an exercise price per share equal to or greater than the $2.035 Scheme Consideration was cancelled and ceased to be outstanding, with no Scheme Consideration delivered for those options. For this director, Table II lists stock options over 8,637 shares at an exercise price of $2.56 expiring on June 10, 2035, 8,462 shares at $3.35 expiring on May 29, 2034, and 15,021 shares at $3.61 expiring on December 13, 2033, all now reported with zero derivative securities beneficially owned following the transactions.

This treatment removes options with exercise prices at or above the deal price from the director’s holdings and from potential future equity issuance linked to those grants. The key takeaway is confirmation that the all-cash acquisition closed on the stated terms and that these higher-priced option awards were eliminated as part of the transaction 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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X

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^*

Cuss Francis M

(Last) (First) (Middle)

C/O MURAL ONCOLOGY PLC

10 EARLSFORT TERRACE

(Street)

DUBLIN 2 L2 D02 T380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mural Oncology plc [ MURA ]

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)
12/05/2025

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

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
Stock Option (right to buy)	$2.56	12/05/2025		D			8,637	(1)(2)	06/10/2035	Ordinary Shares	8,637	(2)	0	D
Stock Option (right to buy)	$3.35	12/05/2025		D			8,462	(2)	05/29/2034	Ordinary Shares	8,462	(2)	0	D
Stock Option (right to buy)	$3.61	12/05/2025		D			15,021	(2)	12/13/2033	Ordinary Shares	15,021	(2)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Transaction Agreement (the "Agreement"), dated August 20, 2025, by and among the Issuer, XRA 5 Corp. ("Sub"), a Delaware corporation and wholly-owned subsidiary of XOMA Royalty Corporation, a Nevada corporation, pursuant to which Sub acquired all the issued and to be issued share capital of the Issuer (the "Acquisition") for a cash purchase price of $2.035 per share (the "Scheme Consideration"). The Acquisition was completed as of December 5, 2025 (the "Effective Time").

2. Pursuant to the terms of the Agreement, at the Effective Time each option to purchase ordinary shares of Issuer that had an exercise price per share that was equal to or greater than the Scheme Consideration was cancelled and ceased to be outstanding, and no Scheme Consideration was delivered in exchange for such options.

	/s/ Francis M. Cuss	12/05/2025
	** 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.
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FAQ

What transaction does the Mural Oncology (MURA) insider filing describe?

The filing describes the completion of a Transaction Agreement under which XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, acquired all the issued and to be issued share capital of Mural Oncology plc for $2.035 per share, effective December 5, 2025.

What happened to Mural Oncology stock options with exercise prices at or above $2.035 per share?

At the Effective Time of the acquisition, each option to purchase ordinary shares of Mural Oncology with an exercise price per share equal to or greater than the $2.035 Scheme Consideration was cancelled, ceased to be outstanding, and no cash consideration was delivered for those options.

Which specific stock option grants for the director are listed in the filing?

The filing lists three stock option grants: 8,637 options with a $2.56 exercise price expiring June 10, 2035; 8,462 options with a $3.35 exercise price expiring May 29, 2034; and 15,021 options with a $3.61 exercise price expiring December 13, 2033. Each of these now shows zero derivative securities beneficially owned.

What is the role of the reporting person at Mural Oncology plc?

The reporting person is identified as a director of Mural Oncology plc, as indicated in the relationship section where the Director box is checked.

Was this Mural Oncology insider filing submitted by more than one reporting person?

No. The form indicates that it is a Form filed by One Reporting Person, and the alternative box for filing by more than one reporting person is not selected.

What cash consideration did Mural Oncology shareholders receive in the acquisition?

Under the Agreement described, shareholders received a cash purchase price, referred to as the Scheme Consideration, of $2.035 per share for each share of Mural Oncology acquired in the transaction.