XOMA Royalty (XOMA) CFO stock and PSUs cashed out at $39 plus CVRs in Ligand deal
Rhea-AI Filing Summary
XOMA Royalty Corp Chief Financial Officer Jeffrey Trigilio reported the disposition of his equity in connection with the merger of XOMA Royalty with an affiliate of Ligand Pharmaceuticals Incorporated. On July 14, 2026, 103,906 shares of common stock and all reported performance stock units were eliminated, leaving him with 0 shares and 0 derivative units.
Under the Merger Agreement, each share of common stock automatically converted at the effective time into the right to receive $39.00 per share in cash, subject to withholding, plus contingent value rights representing potential future contingent payments. Outstanding RSUs and performance stock unit awards vested or were converted and then cancelled for cash based on the $39.00 Closing Amount per underlying share and one contingent value right for each such share.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Trigilio Jeffrey
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Stock Units | 126,924 | $0.00 | -- |
| Disposition | Performance Stock Units | 26,000 | $0.00 | -- |
| Other | Common Stock | 103,906 | -- | -- |
Holdings After Transaction:
Performance Stock Units — 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. Immediately prior to the Effective Time, pursuant to the Merger Agreement, each outstanding performance stock unit award ("PSU") automatically converted into and was substituted with a restricted stock unit award (each, a "Converted PSU") with respect to a number of Shares equal to either (x) for each PSU granted on or after March 1, 2026, the excess of (A) 100% of the "Target Shares" (as the term "Target Shares" is defined and set forth in the applicable award agreement governing such PSU) underlying such PSU over (B) the number of "Target Shares" as to which, as of immediately prior to the Effective Time, the "Performance-Requirement" has been achieved, or (y) for each PSU granted prior to March 1, 2026, the excess of (A) the percentage of the "Target Shares" underlying such PSU as to which the "Performance-Requirement" would be satisfied if the "Closing Price" (as defined in the applicable award agreement governing such PSU) were equal to the Closing Amount over (Continued from footnote 4) (B) the number of "Target Shares" as to which, as of immediately prior to the Effective Time, the "Performance-Requirement" has been achieved. Immediately prior to the Effective Time, each Converted PSU was automatically cancelled and converted into the right to receive (A) an amount in cash, without interest, and subject to deduction for any required tax withholding, equal to the product of (i) the number of Shares subject to such Converted PSU and (ii) the Closing Amount, and (B) one CVR for each Share subject to such Converted PSU.
Key Figures
Common shares disposed: 103,906 shares
Performance stock units disposed (lot 1): 26,000 units
Performance stock units disposed (lot 2): 126,924 units
+3 more
6 metrics
Common shares disposed
103,906 shares
Common Stock reclassified in an "other" transaction on July 14, 2026 tied to the merger
Performance stock units disposed (lot 1)
26,000 units
Performance Stock Units disposition to issuer on July 14, 2026; underlying Common Stock 26,000 shares
Performance stock units disposed (lot 2)
126,924 units
Performance Stock Units disposition to issuer on July 14, 2026; underlying Common Stock 126,924 shares
Cash merger consideration
$39.00 per Share
Closing Amount per XOMA Royalty common share at the merger effective time
Par value per share
$0.0075 per share
Par value of XOMA Royalty common stock referenced in the Merger Agreement
Merger Agreement date
April 27, 2026
Date of Agreement and Plan of Merger, later amended on May 16, 2026
Key Terms
Agreement and Plan of Merger, contingent value rights, Dissenting Shares, holding company reorganization, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Disposed of pursuant to the Agreement and Plan of Merger, dated April 27, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
contingent value rights financial
"plus (ii) an amount of contingent value rights (each, a "CVR") representing a right..."
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.
holding company reorganization regulatory
"the Issuer effected a holding company reorganization, and Merger Sub merged with and into HoldCo..."
restricted stock unit financial
"each outstanding restricted stock unit ("RSU") became fully vested and cancelled and converted..."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance stock unit award financial
"each outstanding performance stock unit award ("PSU") automatically converted into and was substituted..."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did XOMA (XOMA) CFO Jeffrey Trigilio report in this Form 4?
CFO Jeffrey Trigilio reported the disposition of 103,906 common shares and all reported performance stock units on July 14, 2026, as his XOMA Royalty equity was converted and cancelled in connection with the merger involving Ligand Pharmaceuticals.
How were XOMA (XOMA) restricted stock units treated in the merger?
At the effective time, each outstanding RSU became fully vested and was cancelled in exchange for cash equal to shares under the RSU × $39.00, subject to tax withholding, plus one contingent value right for each underlying share, in line with the Merger Agreement terms.
What happened to XOMA (XOMA) performance stock units held by the CFO?
Performance stock unit awards were converted into restricted stock unit awards just before the effective time. These converted PSUs were then cancelled for cash based on the $39.00 Closing Amount per underlying share plus one contingent value right per share, eliminating the reported PSU holdings.
Which companies were parties to the XOMA (XOMA) Merger Agreement?
The Merger Agreement dated April 27, 2026, as amended May 16, 2026, involved XOMA Royalty Corporation, Ligand Pharmaceuticals Incorporated, Flex Merger Sub, Inc., and XOMA Royalty Holdings Corporation, with the reorganization completed on July 14, 2026.