XOMA director equity converted in cash-and-CVR deal
WYSZOMIERSKI JACK L reported disposition transactions in this Form 4 filing.
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
WYSZOMIERSKI JACK L reported disposition transactions in this Form 4 filing.
XOMA Royalty Corp director Jack L. Wyszomierski reported the conversion of 21,828 common shares in connection with XOMA's merger with Ligand Pharmaceuticals. Each share converted into the right to receive $39.00 in cash plus contingent value rights, and all reported stock options were cancelled under the merger agreement, leaving him with 0 XOMA common shares or options.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
WYSZOMIERSKI JACK L
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 8,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 2,366 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 5,052 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 8,167 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 6,152 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 5,101 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 8,996 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 10,967 | $0.00 | $0.00 |
| Other | Common Stock F1, F2, F3 | 21,828 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Stock Option (Right to Buy), 54,801 to 0 contracts (Direct);
Common Stock, 21,828 to 0 shares (Direct)
Footnotes (5)
- F1. 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.
- F2. 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").
- F3. 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.
- F4. 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.
- F5. 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 converted: 21828.0000 shares
Cash consideration per share: $39.00
Derivative option transactions: 8
+2 more
5 metrics
Common shares converted
21828.0000 shares
Common Stock transaction on 2026-07-14 tied to the merger reorganization
Cash consideration per share
$39.00
Closing Amount paid in cash for each XOMA common share as Merger Consideration
Derivative option transactions
8
Number of Stock Option (Right to Buy) dispositions to issuer reported on 2026-07-14
Common shares after transactions
0.0000 shares
Director’s reported XOMA common stock holdings following merger-related conversions
Option shares after transactions
0.0000 shares
Reported Stock Option (Right to Buy) holdings after all option dispositions to issuer
Key Terms
contingent value rights, Dissenting Shares, Effective Time, holding company reorganization, +1 more
5 terms
contingent value rights financial
"plus an amount of contingent value rights (each, a CVR) representing a right to receive payments"
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.
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.
holding company reorganization regulatory
"on July 14, 2026, the Issuer effected a holding company reorganization, and Merger Sub merged"
Company Stock Option financial
"each outstanding option to purchase Shares (each, a Company Stock Option) that had an exercise price"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did XOMA (XOMA) report for director Jack L. Wyszomierski?
Director Jack L. Wyszomierski reported the disposition or conversion of 21,828 XOMA common shares in connection with a merger with Ligand Pharmaceuticals, along with the cancellation of all reported stock options, resulting in 0 XOMA common shares or options remaining in his reported holdings.
How are XOMA (XOMA) restricted stock units treated under the Merger Agreement?
At the Effective Time, each outstanding XOMA restricted stock unit becomes fully vested, is cancelled, and converts into the right to receive cash equal to $39.00 multiplied by the RSU share count, plus one contingent value right for each underlying share, all subject to applicable tax withholding.
What happens to XOMA (XOMA) stock options in the Ligand merger?
Under the Merger Agreement, each XOMA stock option with an exercise price below the sum of the $39.00 cash amount and the fair market value of one CVR is fully vested, cancelled, and exchanged for cash plus CVRs, while all other options are cancelled with no consideration delivered in return.
Does the XOMA (XOMA) director retain any XOMA equity after the merger transactions?
No. After the merger-related transactions, the Form 4 shows 0 XOMA common shares and 0 option shares reported as held by director Jack L. Wyszomierski, indicating his reported XOMA common stock and stock option positions were fully eliminated in connection with the merger.
What corporate structure change involving XOMA (XOMA) is described in the Form 4 footnotes?
The footnotes describe a holding company reorganization in which a XOMA entity merged with a subsidiary of Ligand Pharmaceuticals, with XOMA Royalty Holdings Corporation surviving as a wholly owned subsidiary of Ligand, and assuming the obligations under the Merger Agreement as the referenced issuer.
AI-generated analysis. How Rhea-AI works. Not financial advice.
