XOMA Royalty Corp (XOMA) director exits stake as shares convert to $39 cash and CVRs
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
XOMA Royalty Corp director Matthew D. Perry reported the cancellation and disposition of his equity in connection with a merger with Ligand Pharmaceuticals Incorporated. A total of 24,138 shares of common stock were disposed of in a holding company reorganization, and several stock options with exercise prices ranging from $4.67 to $31.04 per share were cancelled or surrendered to the issuer. At the merger’s effective time, each common share converted into the right to receive $39.00 in cash per share plus contingent value rights, and in-the-money options were exchanged for cash based on the spread over $39.00 plus one contingent value right per underlying share, leaving Perry with no reported remaining holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
PERRY MATTHEW D
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 15,222 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 5,052 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 8,167 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 6,152 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 5,101 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 8,996 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,967 | $0.00 | -- |
| Other | Common Stock | 24,138 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Disposed of pursuant to the Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger on May 16, 2026 (as amended, the "Merger Agreement"), by and among XOMA Royalty Corporation (the "Issuer"), Ligand Pharmaceuticals Incorporated ("Parent"), Flex Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), and XOMA Royalty Holdings Corporation ("HoldCo"). Pursuant to the Merger Agreement, on July 14, 2026, the Issuer effected a holding company reorganization, and Merger Sub merged with and into HoldCo (the "Merger"), with HoldCo surviving the Merger as a wholly-owned subsidiary of Parent. Unless context otherwise requires, all references in this Form 4 to the "Issuer" refer to HoldCo, which assumed all obligations of the Issuer under the Merger Agreement. At the time the Merger became effective (the "Effective Time"), pursuant to the Merger Agreement, each issued and outstanding share of common stock, par value $0.0075 per share, of the Issuer (the "Shares") (other than certain Shares cancelled pursuant to the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) automatically converted into the right to receive (i) $39.00 per Share in cash, without interest, and subject to deduction for any required withholding tax (the "Closing Amount"), plus (ii) an amount of contingent value rights (each, a "CVR") representing a right to receive certain contingent payments subject to and in accordance with the terms of the CVR Agreement (as defined in the Merger Agreement) (the Closing Amount plus CVR, the "Merger Consideration"). At the Effective Time, pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") became fully vested and cancelled and converted into the right to receive (A) an amount in cash, without interest, and subject to deduction for any required withholding tax, equal to the product of (i) the number of Shares subject to such RSU and (ii) the Closing Amount, plus (B) one CVR for each Share subject to such RSU. At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, a "Company Stock Option") that had an exercise price per Share that was less than the sum of the Closing Amount and the fair market value of one CVR (each, a "Terminating Company Stock Option") became fully vested and was cancelled, and in exchange therefor, the holder received (i) an amount in cash, without interest, and subject to deduction for any required withholding taxes, equal to the product of (A) the excess of the Closing Amount over the exercise price per Share with respect to such Terminating Company Stock Option and (B) the number of Shares subject to such Terminating Company Stock Option, plus (ii) one CVR with respect to each Share subject to such Terminating Company Stock Option. As of immediately prior to the Effective Time, each Company Stock Option that did not constitute a Terminating Company Stock Option was cancelled and no consideration was delivered in exchange therefor.
Key Figures
Common shares disposed: 24,138 shares
Closing Amount per Share: $39.00 per Share
Option exercise price: $21.39 per share
+3 more
6 metrics
Common shares disposed
24,138 shares
Common Stock transaction labeled as other transaction on 2026-07-14
Closing Amount per Share
$39.00 per Share
Cash component of merger consideration for each XOMA common share
Option exercise price
$21.39 per share
Exercise price for a 10,967-share Terminating Company Stock Option series
Option exercise price
$4.67 per share
Exercise price for a 15,222-share Terminating Company Stock Option series
Option exercise price
$31.04 per share
Exercise price for a 5,101-share Company Stock Option series
Merger effective date reference
July 14, 2026
Date the holding company reorganization and merger became effective
Key Terms
Merger Agreement, Effective Time, contingent value rights, Dissenting Shares, +2 more
6 terms
Merger Agreement regulatory
"Disposed of pursuant to the Agreement and Plan of Merger, dated April 27, 2026"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Effective Time regulatory
"At the time the Merger became effective (the "Effective Time"), pursuant to the Merger Agreement"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
contingent value rights financial
"an amount of contingent value rights (each, a "CVR") representing a right to receive"
Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.
Company Stock Option financial
"each outstanding option to purchase Shares (each, a "Company Stock Option")"
Terminating Company Stock Option financial
"each, a "Terminating Company Stock Option") became fully vested and was cancelled"
