Mural Oncology plc (MURA) details CMO equity changes post-takeover deal

Rhea-AI Filing Summary

Mural Oncology plc reports insider equity changes tied to its cash acquisition by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, effective December 5, 2025. Under the deal, all issued and to be issued shares of Mural Oncology were acquired for a cash price of $2.035 per ordinary share, and Chief Medical Officer Vicki L. Goodman disposed of 84,727 ordinary shares, leaving her with zero directly held shares.

The transaction also covered equity awards. A total of 71,509 unvested restricted stock units were cancelled and converted into the right to receive the same cash consideration per share. Stock options with exercise prices at or above the cash price, including options over 135,604 shares at $3.61 and 65,000 shares at $3.43, were cancelled at the effective time with no cash consideration delivered in exchange.

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^*

Goodman Vicki L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

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
Ordinary Shares	12/05/2025		D		84,727(1)(2)	D	(1)(2)	0	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
Stock Option (right to buy)	$3.61	12/05/2025		D			135,604	(3)	12/13/2033	Ordinary Shares	135,604	(3)	0	D
Stock Option (right to buy)	$3.43	12/05/2025		D			65,000	(3)	03/02/2035	Ordinary Shares	65,000	(3)	0	D

Explanation of Responses:

1. 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, 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"), as of December 5, 2025 (the "Effective Time").

2. Includes the disposition of 71,509 unvested restricted stock units ("RSUs"). Pursuant to the Agreement, as of the Effective Time each RSU held by the Reporting Person that was outstanding as of immediately prior to the Effective Time (whether or not vested) was automatically cancelled and converted into the right to receive an amount equal to the Scheme Consideration.

3. 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/ Vicki L. Goodman	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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FAQ

What does Mural Oncology plc (MURA) describe in this Form 4 filing?

The filing describes how Chief Medical Officer Vicki L. Goodman disposed of her Mural Oncology equity in connection with the company’s cash acquisition by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation, effective December 5, 2025.

What cash price per share was paid for Mural Oncology plc (MURA) in the acquisition?

The acquisition valued Mural Oncology at a cash purchase price, referred to as the Scheme Consideration, of $2.035 per ordinary share as of the December 5, 2025 effective time.

How many Mural Oncology (MURA) shares did the CMO dispose of and what is her new holding?

Chief Medical Officer Vicki L. Goodman disposed of 84,727 ordinary shares in the transaction. Following the reported transactions, she beneficially owns 0 ordinary shares directly.

What happened to the Mural Oncology (MURA) restricted stock units held by the CMO?

The filing notes that the disposition includes 71,509 unvested restricted stock units (RSUs). As of the effective time, each RSU outstanding immediately before closing was automatically cancelled and converted into the right to receive cash equal to the $2.035 per share Scheme Consideration.

How were Mural Oncology (MURA) stock options treated in this transaction?

Under the Agreement, each option to purchase ordinary shares with an exercise price per share equal to or greater than $2.035 was cancelled at the effective time with no cash paid. This included options over 135,604 shares at $3.61 and 65,000 shares at $3.43, which ceased to be outstanding.