XOMA (XOMA) files correction to 8.375% Series B preferred stock designation

Rhea-AI Filing Summary

XOMA Royalty Corporation filed a current report to disclose an administrative correction to its preferred stock documentation. On September 23, 2025, the company filed a Certificate of Correction to the Certificate of Designation for its 8.375% Series B Cumulative Perpetual Preferred Stock.

The correction fixes a typographical error in Section 8(a), changing the figure “1.253.13” to “1,253.13.” The corrected Certificate of Correction is included as Exhibit 3.1 and is incorporated by reference, providing the formal updated terms for the Series B preferred stock.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): September 23, 2025

XOMA ROYALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada		001-39801		52-2154066
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

2200 Powell Street, Suite 310, Emeryville, California 94608

(Address of Principal Executive Offices) (Zip Code)

(510) 204-7200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.0075 par value		XOMA		The Nasdaq Global Market
8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share		XOMAP		The Nasdaq Global Market
Depositary Shares (each representing 1/1000th interest in a share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share)		XOMAO		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 23, 2025, the Company filed a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of 8.375% Series B cumulative perpetual preferred stock originally filed with the Secretary of State of the State of Nevada on May 29, 2025 (the “Certificate of Designation”). The Certificate of Correction corrects a typographical error in Section 8(a) of the Certificate of Designation from “1.253.13” to “1,253.13”.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Certificate of Correction, dated September 23, 2025, to the Certificate of Designation of 8.375% Series B Cumulative Perpetual Preferred Stock.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				XOMA ROYALTY CORPORATION
Date: September 26, 2025				By:		/s/ Thomas Burns
				Name:		Thomas Burns
				Title:		Senior Vice President, Finance and Chief Financial Officer

FAQ

What did XOMA (XOMA) disclose in this 8-K filing?

XOMA disclosed an administrative update to its preferred stock terms. The company filed a Certificate of Correction for its 8.375% Series B Cumulative Perpetual Preferred Stock, fixing a numerical typographical error in Section 8(a) of the original Certificate of Designation.

Which XOMA security is affected by the Certificate of Correction?

The correction affects XOMA’s 8.375% Series B Cumulative Perpetual Preferred Stock. This class is represented by depositary shares trading under symbol XOMAO, with each depositary share representing a 1/1000th interest in a share of the Series B preferred stock.

What specific error did XOMA correct in the Series B preferred stock terms?

XOMA corrected a typographical error in Section 8(a) of the Certificate of Designation. The numeric reference “1.253.13” was changed to “1,253.13,” aligning the documentation with the intended figure for the Series B preferred stock provisions.

When did XOMA file the Certificate of Correction for the Series B preferred stock?

XOMA filed the Certificate of Correction on September 23, 2025. This filing amended the earlier Certificate of Designation for the 8.375% Series B Cumulative Perpetual Preferred Stock originally filed on May 29, 2025 with the Nevada Secretary of State.

Where can investors find the full text of XOMA’s Certificate of Correction?

The full text is available as Exhibit 3.1 to this report. XOMA attached the Certificate of Correction for the 8.375% Series B Cumulative Perpetual Preferred Stock and incorporated it by reference for investors seeking the exact corrected language.

Which XOMA securities are listed on The Nasdaq Global Market?

XOMA lists three securities on The Nasdaq Global Market: its common stock under symbol XOMA, its 8.625% Series A Cumulative Perpetual Preferred Stock under XOMAP, and depositary shares for its 8.375% Series B preferred stock under trading symbol XOMAO.