[Form 4] XOMA Royalty Corp Insider Trading Activity

Rhea-AI Filing Summary

Thomas M. Burns, SVP, Finance & CFO of XOMA Royalty Corp (symbol: XOMAP), reported equity activity related to vested performance stock units and subsequent share sales to cover taxes. He was credited with 11,846 common shares from PSUs that vest when the stock reaches a specified price, increasing his direct common-stock holdings to 34,409 shares. Shortly thereafter he sold 4,300 shares at $35.98 and two small blocks of 15 shares each at $36.93 and $36.81, reducing his direct holdings to roughly 30,079 shares.

He also reports 6,130 shares held indirectly through a 401(k) plan and disposal of 2,000 depository shares and 2,000 series A preferred shares. The filing explains the sales were to satisfy tax withholding on PSU settlement, and the PSUs convert one-for-one into common stock with an exercisable date of 05/18/2026.

Positive

• Vested PSUs converted to common stock, aligning executive compensation with shareholder value
• Substantial retained ownership after tax-related sales (approximately 30,079 direct shares plus 6,130 indirect)

Negative

• Share disposals (4,300 and small additional blocks) following vesting could be perceived negatively by some investors
• Disposals of other securities (2,000 depository shares and 2,000 preferred shares) were reported without context on materiality

Insights

Corporate Governance Expert

TL;DR: Insider received vested PSUs then sold a portion to cover tax withholding; remaining holdings and PSUs retain alignment with shareholders.

The reporting shows a routine executive equity event: 11,846 PSUs vested and converted to common shares, with a portion sold to meet tax obligations. The disposal amounts are modest relative to total converted units and appear to be tax-driven rather than opportunistic cashing out. Continued direct ownership of ~30,079 shares plus 6,130 indirect shares suggests ongoing equity exposure. The filing includes disposals of non-common instruments (depository and preferred shares) which are noted but not quantified against total outstanding securities, limiting assessment of materiality.

Securities Analyst

TL;DR: Transaction is operationally neutral for valuation—PSU settlement increased share count for the insider; sales were tax withholdings.

From a market-impact perspective, the converted 11,846 PSUs and subsequent sale of 4,330 shares across three trades are small and unlikely to materially affect float or share price. The presence of exercisable PSUs through 05/18/2026 creates potential future dilution if fully paid out, but the filing does not provide company-wide PSU totals, so dilution magnitude cannot be determined from this form alone.

SEC Form 4

FORM 4

UNITED 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
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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^*

BURNS THOMAS M.

(Last) (First) (Middle)

C/O XOMA ROYALTY CORPORATION

2200 POWELL STREET, SUITE 310

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XOMA Royalty Corp [ XOMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/19/2025		M		11,846	A	$0	34,409	D
Common Stock	09/22/2025		S(1)		4,300	D	$35.98	30,109	D
Common Stock	09/22/2025		S(1)		15	D	$36.93	30,094	D
Common Stock	09/22/2025		S(1)		15	D	$36.81	30,079	D
Common Stock								6,130	I	By 401(k) Plan
Depository Shares - 8.375% Series B Cumulative Stock								2,000	D
8.625% Series A Cumulative Perpetual Preferred Stock								2,000	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)	09/19/2025		M			11,846	(2)	05/18/2026	Common Stock	11,846	$0	44,208	D

Explanation of Responses:

1. Shares sold to satisfy the tax withholding obligations incurred upon settlement of the Performance Stock Units ("PSUs").

2. Each PSU represents a contingent right to receive one share of the Issuer's common stock (the "Common Stock"). The PSUs vest upon the Common Stock achieving a specified price per share.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Thomas M. Burns	09/23/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Thomas M. Burns report on this Form 4 for XOMAP?

He reported the settlement of 11,846 Performance Stock Units into common shares and subsequent sales of 4,300, 15, and 15 shares to satisfy tax withholding and other disposals.

Why were shares sold after the PSUs settled?

The filing states the sales were made to satisfy tax withholding obligations incurred on PSU settlement.

How many shares does Burns beneficially own after these transactions?

Direct beneficial ownership is reported at roughly 30,079 shares after the sales, plus 6,130 shares held indirectly via a 401(k) plan.

Do the PSUs convert to common stock one-for-one and when are they exercisable?

Each PSU represents the right to one share of common stock, and the referenced PSUs show an exercisable date of 05/18/2026.

Were any other securities disposed of in this filing?

Yes, the filing reports disposals of 2,000 depository shares (8.375% Series B) and 2,000 Series A preferred shares.