STOCK TITAN

BVF group (NASDAQ: XOMA) converts 5,003 Series X preferred into common

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

XOMA Royalty Corp large shareholders affiliated with Biotechnology Value Fund converted Series X Convertible Preferred Stock into common stock. On May 14, 2026, entities in the reporting group converted a total of 5,003 shares of Series X Preferred into 5,003,000 shares of common stock at a $4.03 per share conversion price. After these conversions, the Form 4 shows only common stock positions, with the Series X Preferred balances reduced to zero for the reporting entities involved. The transactions are reported as exempt from short-swing profit rules under Rule 16b-6(b) and reflect changes in the form of ownership rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.

Insights

BVF-related holders converted preferred stock into common, increasing visible XOMA common holdings without open-market trades.

Entities associated with Biotechnology Value Fund converted 5,003 shares of Series X Convertible Preferred Stock into 5,003,000 XOMA common shares at a $4.03 per share conversion price on May 14, 2026. The filing classifies these as conversions of derivative securities, not market purchases or sales.

After conversion, the derivative positions in Series X Preferred shown here drop to zero, while common stock holdings increase across several direct and indirect accounts. The footnotes state the group is a Section 13(d) group owning over 10% of XOMA common stock and that the transactions are exempt under Rule 16b-6(b).

Because these are form-of-holding changes rather than new cash investments or disposals, the economic exposure of the reporting group to XOMA largely shifts from preferred to common stock. Future filings may detail any subsequent sales or additional conversions by these or related entities.

Insider BVF PARTNERS L P/IL, BIOTECHNOLOGY VALUE FUND L P, BVF I GP LLC, BIOTECHNOLOGY VALUE FUND II LP, BVF II GP LLC, Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF GP HOLDINGS LLC, BVF INC/IL, LAMPERT MARK N
Role null | null | null | null | null | null | null | null | null | null
Type Security Shares Price Value
Conversion Series X Convertible Preferred Stock 2,313 $0.00 --
Conversion Series X Convertible Preferred Stock 1,506 $0.00 --
Conversion Series X Convertible Preferred Stock 412 $0.00 --
Conversion Series X Convertible Preferred Stock 772 $0.00 --
Conversion Common Stock, $0.0075 par value per share 2,313,000 $4.03 $9.32M
Conversion Common Stock, $0.0075 par value per share 1,506,000 $4.03 $6.07M
Conversion Common Stock, $0.0075 par value per share 412,000 $4.03 $1.66M
Conversion Common Stock, $0.0075 par value per share 772,000 $4.03 $3.11M
Holdings After Transaction: Series X Convertible Preferred Stock — 0 shares (Direct, null); Series X Convertible Preferred Stock — 0 shares (Indirect, See footnote); Common Stock, $0.0075 par value per share — 3,635,758 shares (Direct, null); Common Stock, $0.0075 par value per share — 772,000 shares (Indirect, See footnote)
Footnotes (1)
  1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The transactions reported herein are exempt from Section 16(b) by virtue of Rule 16b-6(b). Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts, may be deemed to beneficially own the securities held by the Partners Managed Accounts. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts. The Series X Convertible Preferred Stock are exercisable immediately do not have an expiration date.
Common shares acquired via conversion 5,003,000 shares Conversion of Series X Convertible Preferred into common on May 14, 2026
Series X Preferred shares converted 5,003 shares Total Series X Convertible Preferred Stock exchanged in these transactions
Conversion price per share $4.03 per common share Stated conversion or exercise price for Series X Convertible Preferred
Indirect common holdings after one conversion 772,000 shares Indirect ownership line item following a 772,000 share common conversion
Direct common holdings after larger conversion 3,635,758 shares Direct ownership line item following a 2,313,000 share common conversion
Exercise/Conversion count 4 derivative conversions transactionSummary exerciseCount for C-code derivative conversions
Section 13(d) group regulatory
"Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock."
beneficial ownership regulatory
"Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 16b-6(b) regulatory
"The transactions reported herein are exempt from Section 16(b) by virtue of Rule 16b-6(b)."
Series X Convertible Preferred Stock financial
"The Series X Convertible Preferred Stock are exercisable immediately do not have an expiration date."
Series X convertible preferred stock is a class of company shares that pays owners priority dividends and has senior claim on assets, but can be exchanged for ordinary shares under set terms. Think of it as a hybrid ticket that gives safer, up-front benefits yet can be swapped for common stock later, which can dilute existing owners. Investors care because it affects dividend income, downside protection and future share count and voting power.
pecuniary interest financial
"Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein."
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
BVF PARTNERS L P/IL

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
XOMA Royalty Corp [ XOMA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $0.0075 par value per share(1)05/14/2026C(2)2,313,000A$4.033,635,758D(3)
Common Stock, $0.0075 par value per share(1)05/14/2026C(2)1,506,000A$4.032,773,545D(4)
Common Stock, $0.0075 par value per share(1)05/14/2026C(2)412,000A$4.03412,000D(5)
Common Stock, $0.0075 par value per share(1)05/14/2026C(2)772,000A$4.03772,000I(6)See footnote(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series X Convertible Preferred Stock$4.0305/14/2026C(2)2,313 (7) (7)Common Stock, $0.0075 par value per share2,313,000$00D(3)
Series X Convertible Preferred Stock$4.0305/14/2026C(2)1,506 (7) (7)Common Stock, $0.0075 par value per share1,506,000$00D(4)
Series X Convertible Preferred Stock$4.0305/14/2026C(2)412 (7) (7)Common Stock, $0.0075 par value per share412,000$00D(5)
Series X Convertible Preferred Stock$4.0305/14/2026C(2)772 (7) (7)Common Stock, $0.0075 par value per share772,000$00I(6)See footnote(6)
1. Name and Address of Reporting Person*
BVF PARTNERS L P/IL

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND L P

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF I GP LLC

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND II LP

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF II GP LLC

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Biotechnology Value Trading Fund OS LP

(Last)(First)(Middle)
P.O. BOX 309 UGLAND HOUSE

(Street)
GRAND CAYMANKY1-1104

(City)(State)(Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
BVF Partners OS Ltd.

(Last)(First)(Middle)
P.O. BOX 309 UGLAND HOUSE

(Street)
GRAND CAYMANKY1-1104

(City)(State)(Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
BVF GP HOLDINGS LLC

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF INC/IL

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LAMPERT MARK N

(Last)(First)(Middle)
44 MONTGOMERY STREET
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. The transactions reported herein are exempt from Section 16(b) by virtue of Rule 16b-6(b).
3. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
4. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
5. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
6. Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts, may be deemed to beneficially own the securities held by the Partners Managed Accounts. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts.
7. The Series X Convertible Preferred Stock are exercisable immediately do not have an expiration date.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President05/18/2026
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer05/18/2026
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer05/18/2026
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer05/18/2026
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer05/18/2026
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President05/18/2026
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President05/18/2026
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer05/18/2026
BVF Inc., By: /s/ Mark N. Lampert, President05/18/2026
/s/ Mark N. Lampert05/18/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

How many XOMA common shares were acquired in the May 14, 2026 conversions?

Reporting entities acquired 5,003,000 XOMA common shares through derivative conversions. These came from converting 5,003 shares of Series X Convertible Preferred Stock, each convertible into 1,000 common shares at a $4.03 per share conversion price disclosed in the filing data.

Were there any open-market buys or sells reported for XOMA (XOMA)?

No open-market buys or sells were reported. All transactions carry code C, described as “Conversion of derivative security,” reflecting exchanges of Series X Convertible Preferred Stock into common stock, with no separate purchase or sale transactions indicated in this Form 4.

What happened to the Series X Convertible Preferred Stock positions in this XOMA filing?

Series X Convertible Preferred Stock positions shown here were fully converted. A total of 5,003 preferred shares were exchanged for 5,003,000 XOMA common shares, and the reported remaining balances of these preferred shares are 0.0000 after the May 14, 2026 transactions.

Why are these XOMA insider conversions said to be exempt from Section 16(b)?

A footnote states the transactions are exempt from Section 16(b) “by virtue of Rule 16b-6(b).” That rule provides an exemption for certain derivative security conversions, so these exchanges from preferred to common stock are treated as exempt short-swing transactions under that provision.

Who is included in the reporting group in this XOMA Form 4?

The filing lists multiple entities, including Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS LP, related general partners and managers, and Mark N. Lampert, described collectively as the Section 13(d) reporting group.