XOMA Royalty Corp (XOMA) director equity converted to $39 cash plus CVRs
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
XOMA Royalty Corp director Heather L. Franklin reported disposition of 6,269 shares of common stock and cancellation of several stock option awards on July 14, 2026, in connection with the merger between XOMA Royalty Corporation and Ligand Pharmaceuticals. At the merger’s Effective Time, each share of XOMA common stock converted into the right to receive $39.00 per share in cash plus contingent value rights (CVRs), subject to withholding taxes. Restricted stock units and certain company stock options became fully vested, were cancelled, and exchanged for cash based on the Closing Amount plus one CVR per underlying share. After these transactions, the holdings reported here show zero remaining shares and options for Franklin.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Franklin Heather L
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 17,282 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 8,996 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,967 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 9,763 | $0.00 | -- |
| Other | Common Stock | 6,269 | -- | -- |
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: 6,269 shares
Stock options cancelled (grant 1): 9,763 options
Stock options cancelled (grant 2): 10,967 options
+3 more
6 metrics
Common shares disposed
6,269 shares
Common Stock position restructured on July 14, 2026 in merger
Stock options cancelled (grant 1)
9,763 options
Exercise price $24.7100; expiration 2034-05-15; disposition to issuer
Stock options cancelled (grant 2)
10,967 options
Exercise price $21.3900; expiration 2033-05-17; disposition to issuer
Stock options cancelled (grant 3)
8,996 options
Exercise price $17.8600; expiration 2032-05-18; disposition to issuer
Stock options cancelled (grant 4)
17,282 options
Exercise price $31.3900; expiration 2031-08-06; disposition to issuer
Cash consideration per share
$39.00 per Share
Closing Amount cash portion of Merger Consideration for each common share
Key Terms
contingent value rights, holding company reorganization, Dissenting Shares, Company Stock Option, +1 more
5 terms
contingent value rights financial
"each Share converted into $39.00 per Share in cash, plus contingent value rights (CVRs)"
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
"on July 14, 2026, the Issuer effected a holding company reorganization"
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"
FAQ
What did XOMA (XOMA) director Heather L. Franklin report in this Form 4?
Heather L. Franklin reported disposing of 6,269 XOMA common shares and cancelling multiple stock options on July 14, 2026, as part of XOMA’s merger with Ligand Pharmaceuticals. The equity converted into cash and contingent value rights (CVRs) under the merger agreement.
How were XOMA (XOMA) restricted stock units treated at the merger Effective Time?
At the Effective Time, each outstanding XOMA restricted stock unit (RSU) became fully vested, cancelled, and converted into cash equal to shares under the RSU × $39.00, plus one CVR per underlying share, all subject to applicable withholding taxes, as specified in the merger agreement.
What happened to XOMA (XOMA) stock options under the Ligand merger agreement?
Each XOMA Company Stock Option with an exercise price below the Closing Amount plus CVR value became fully vested, was cancelled, and exchanged for cash based on the spread per share plus one CVR per underlying share. Options not meeting this definition were cancelled with no consideration.
Does Heather L. Franklin retain any of the XOMA (XOMA) equity reported here after the merger?
The positions reported for Heather L. Franklin show 0 shares of common stock and 0 stock options remaining after the July 14, 2026 transactions. All common shares and the specified option awards were cancelled or converted pursuant to the merger with Ligand Pharmaceuticals.