Mural Oncology (MURA) director reports option cancellation in $2.035 cash deal

Rhea-AI Filing Summary

Mural Oncology plc director Sachiyo Minegishi reported the cancellation of stock options in connection with the company’s acquisition by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation. Under a Transaction Agreement dated August 20, 2025, XRA 5 Corp. acquired all Mural Oncology share capital for cash of $2.035 per share. At the December 5, 2025 effective time, the director’s options to buy 8,637 ordinary shares at $2.56 per share and 15,335 ordinary shares at $3.38 per share were disposed of and ceased to be outstanding because their exercise prices were at or above the cash consideration, so no cash payment was delivered for these options.

Insights

M&A and equity compensation analyst

Mural Oncology’s cash acquisition cancels a director’s out-of-the-money options with no payout.

The disclosure links a completed change of control with specific equity outcomes for a director. A Transaction Agreement dated August 20, 2025 provided for XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, to acquire all issued and to-be-issued Mural Oncology share capital for a cash purchase price of $2.035 per share, with the acquisition completed on December 5, 2025.

Under this agreement, at the effective time on December 5, 2025, each option with an exercise price per share equal to or greater than $2.035 was cancelled with no scheme consideration paid. For this director, that meant disposing of stock options over 8,637 ordinary shares at an exercise price of $2.56 and 15,335 ordinary shares at an exercise price of $3.38, leaving 0 derivative securities beneficially owned after the transaction.

This shows that the director’s upside from these particular options did not crystallize in cash at closing; only holders of ordinary shares received the per-share cash amount, while these higher-strike options simply ceased to exist under the agreed terms.

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

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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^*

Minegishi Sachiyo

(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)	$3.38	12/05/2025		D			15,335	(2)	09/19/2034	Ordinary Shares	15,335	(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/ Sachiyo Minegishi	12/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction is disclosed for Mural Oncology plc (MURA)?

The filing shows that director Sachiyo Minegishi reported the disposition of stock options that were cancelled in connection with the acquisition of Mural Oncology plc by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation.

What are the key terms of the Mural Oncology (MURA) acquisition price?

Under the Transaction Agreement dated August 20, 2025, XRA 5 Corp. agreed to acquire all issued and to-be-issued share capital of Mural Oncology plc for a cash purchase price of $2.035 per share, referred to as the Scheme Consideration.

Which Mural Oncology (MURA) stock options held by the director were affected?

The director held stock options to purchase 8,637 ordinary shares at an exercise price of $2.56 per share, expiring June 10, 2035, and 15,335 ordinary shares at an exercise price of $3.38 per share, expiring September 19, 2034. All of these options were reported as disposed of.

Why were certain Mural Oncology (MURA) stock options cancelled with no cash paid?

The Agreement provided that, at the December 5, 2025 effective time, each option with an exercise price per share equal to or greater than the $2.035 cash Scheme Consideration was cancelled and ceased to be outstanding, and no Scheme Consideration was delivered in exchange for such options.

Did the Mural Oncology (MURA) director retain any derivative securities after the transaction?

No. The table shows that the number of derivative securities beneficially owned following the reported transactions was 0, indicating that the director no longer held these stock options after they were cancelled at the effective time of the acquisition.

When was the acquisition of Mural Oncology plc (MURA) completed?

The acquisition described as the Acquisition in the Agreement was completed as of December 5, 2025, which is referred to as the Effective Time in the disclosure.