XOMA Royalty Corp (NASDAQ: XOMA) appoints new CFO, sets pay terms

Rhea-AI Filing Summary

XOMA Royalty Corporation is making a leadership change in its finance organization. Effective January 12, 2026, the board appointed Jeffrey Trigilio as Chief Financial Officer, succeeding Thomas Burns, who stepped down from his role on the same date.

Mr. Trigilio will receive an annual base salary of $515,000 and is eligible for a target annual cash bonus equal to 40% of base salary. His compensation package includes an initial grant of 30,000 performance units that vest based on stock price hurdles over a period ending on the earlier of May 18, 2026 or the 2026 annual stockholder meeting, plus a 2026 annual equity grant valued at 180,000 times the closing price of XOMA common stock on the effective date.

The employment agreement provides severance and change-of-control protections, including up to 1.5 times base salary and target bonus, extended health benefits, outplacement services, and accelerated equity vesting in certain termination scenarios. Mr. Burns will receive severance under his existing agreement, acceleration of certain performance stock units, and a consulting role for three months at $16,000 per month to support transition.

Insights

Corporate governance and executive compensation analyst

XOMA realigns finance leadership with a new CFO and detailed pay protections.

The company is transitioning from Thomas Burns to Jeffrey Trigilio as Chief Financial Officer effective January 12, 2026. The filing highlights Mr. Trigilio’s prior senior finance roles at multiple biotechnology firms, suggesting familiarity with capital markets, investor relations, and business development, which are central to a royalty-focused business model.

The compensation structure combines cash and equity, with a $515,000 base salary, a target annual bonus of 40% of base salary, and an initial grant of 30,000 performance units tied to stock price hurdles through the earlier of May 18, 2026 or the 2026 annual meeting. This design links a portion of his upside to share price performance over a defined near-term horizon.

Severance terms include 0.75 times base salary upon certain terminations and up to 1.5 times base salary plus target bonus if such a termination occurs around a change of control, along with health benefits, outplacement support, and accelerated equity vesting based on actual performance. Mr. Burns’ separation deal, including accelerated vesting of previously achieved performance stock units and a $16,000 monthly consulting fee for three months, is intended to support continuity during the handover.

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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): January 9, 2026

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)

(510) 204-7200

(Registrant’s telephone number, including area code)

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Jeffrey Trigilio as Chief Financial Officer

Effective January 12, 2026 (the “Effective Date”), the board of directors (the “Board”) of XOMA Royalty Corporation, a Nevada corporation (the “Company”), appointed Jeffrey Trigilio to succeed Thomas Burns as the Company’s Chief Financial Officer.

Mr. Trigilio, age 41, previously served in various leadership roles at Obsidian Therapeutics, Inc., a biotechnology company, from April 2024 to January 2026, including most recently as its Chief Financial and Operating Officer, where he was responsible for finance and accounting, business development, investor relations and program management. Prior to that, he served as the Chief Financial Officer at Cullinan Therapeutics, Inc. (Nasdaq: CGEM), a biopharmaceutical company, from September 2020 to March 2024. Before joining Cullinan Therapeutics, Inc., Mr. Trigilio served in a variety of financial, strategic and business development roles at numerous biotech companies, including Amylyx Pharmaceuticals, Inc. and Alexion Pharmaceuticals, Inc., after beginning his career in investment banking. Mr. Trigilio received his M.B.A. from Columbia Business School and his B.A. in Industrial and Labor Relations from Cornell University.

In connection with Mr. Trigilio’s appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Trigilio, effective as of the Effective Date (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Trigilio will receive an annual base salary of $515,000 and will be eligible to participate in the Company’s Corporate Achievement Goals Plan with an initial target annual cash bonus opportunity equal to 40% of his base salary. In addition, he will receive (i) an initial equity grant of 30,000 performance units, which will vest based on achievement of stock price hurdles over a performance period beginning on the Effective Date and ending on the earlier of (A) May 18, 2026 or (B) the Company’s 2026 annual meeting of stockholders, and (ii) an annual equity grant at the time annual grants are made in 2026 having a value approximately equivalent to 180,000, multiplied by the closing price of the Company’s common stock on the Effective Date.

The Employment Agreement also provides that, upon a termination by the Company without Cause or by Mr. Trigilio for Good Reason (each as defined in the Employment Agreement), subject to his execution of release of claims, Mr. Trigilio would receive (i) cash severance equal to 0.75 times his base salary, (ii) a pro-rated annual bonus based on actual performance, and (iii) subsidized continued health benefit coverage and outplacement services for nine months. If such termination occurs within the period beginning two months prior and ending 12 months after a change of control of the Company, Mr. Trigilio would instead receive (i) a lump sum cash payment equal to 1.5 times the sum of his base salary and target annual bonus, (ii) any earned but unpaid prior-year annual bonus, (iii) subsidized continued health benefit coverage for up to 18 months, (iv) outplacement benefits for up to 12 months, and (iv) accelerated vesting of Mr. Trigilio’s outstanding equity awards (subject to actual performance for any performance-based awards).

The Employment Agreement also obligates Mr. Trigilio to sign and comply with the Company’s standard confidentiality and inventions assignment agreement. The Company has also entered into its standard indemnity agreement with Mr. Trigilio, a form of which was previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which was filed with the Securities and Exchange Commission on August 13, 2025.

There is no arrangement or understanding between Mr. Trigilio and any other person pursuant to which he was appointed as an officer of the Company; there is no family relationship between Mr. Trigilio and any of the Company’s directors or other executive officers; and Mr. Trigilio is not a party to any transactions of the type that would require disclosure under Item 404(a) of Regulation S-K.

The full text of the Employment Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Departure of Thomas Burns as Senior Vice President, Finance and Chief Financial Officer

Effective January 12, 2026, Thomas Burns stepped down from his position as Senior Vice President, Finance and Chief Financial Officer of the Company.

On January 15, 2026, Mr. Burns and the Company entered into a separation and consulting agreement and general release of claims (the “Separation and Consulting Agreement”) pursuant to which Mr. Burns’ employment with the Company ended on January 15, 2026. In consideration for the release of claims, (i) Mr. Burns will receive the severance payments and benefits set forth under his previously disclosed officer employment agreement, (ii) his outstanding performance stock unit awards for which the stock price hurdle was previously achieved were fully accelerated, and (iii) his remaining performance stock units will remain outstanding and eligible to vest upon satisfaction of the applicable stock price hurdles. Under the Separation and Consulting Agreement, Mr. Burns will provide transition and advisory services as a consultant for an initial three-month consulting period, with a monthly consulting fee of $16,000.

The full text of the Separation and Consulting Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company and the Board extend their gratitude to Mr. Burns for his leadership and contributions to the Company.

Item 7.01. Regulation FD Disclosure.

On January 12, 2026, the Company issued a press release announcing the appointment of Mr. Trigilio as Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by the Company on January 12, 2026.
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: January 15, 2026				By:		/s/ Owen Hughes
				Name:		Owen Hughes
				Title:		Chief Executive Officer

FAQ

Who is the new Chief Financial Officer of XOMA (XOMA)?

XOMA Royalty Corporation appointed Jeffrey Trigilio as its Chief Financial Officer, effective January 12, 2026, succeeding Thomas Burns.

What are the key compensation terms for XOMA (XOMA) CFO Jeffrey Trigilio?

Mr. Trigilio will receive an annual base salary of $515,000, a target annual cash bonus equal to 40% of base salary, an initial grant of 30,000 performance units, and a 2026 annual equity grant valued at 180,000 times the closing price of XOMA common stock on the effective date.

How do the performance units for XOMA (XOMA) CFO vest?

The initial grant of 30,000 performance units to Mr. Trigilio will vest based on achievement of stock price hurdles over a performance period starting on the effective date and ending on the earlier of May 18, 2026 or XOMA’s 2026 annual meeting of stockholders.

What severance protections does XOMA (XOMA) provide to its new CFO?

Under certain terminations without cause or for good reason, Mr. Trigilio is eligible for cash severance equal to 0.75 times base salary, a pro-rated bonus based on actual performance, and subsidized health benefits and outplacement for nine months. If such a termination occurs around a change of control, he may receive a lump sum of 1.5 times base salary plus target bonus, any earned but unpaid prior-year bonus, up to 18 months of subsidized health coverage, up to 12 months of outplacement, and accelerated vesting of equity awards subject to actual performance.

What are the terms of Thomas Burns’ departure from XOMA (XOMA)?

Thomas Burns stepped down as Senior Vice President, Finance and Chief Financial Officer effective January 12, 2026, with his employment ending on January 15, 2026 under a Separation and Consulting Agreement. He will receive severance under his existing officer employment agreement, full acceleration of performance stock units whose stock price hurdles were already met, continued eligibility for remaining performance stock units if future stock price hurdles are achieved, and a three-month consulting engagement at $16,000 per month.

Did XOMA (XOMA) provide for continued services from the outgoing CFO?

Yes. Under the Separation and Consulting Agreement, Mr. Burns agreed to provide transition and advisory services as a consultant for an initial three-month period, receiving a monthly consulting fee of $16,000.