XOMA CIO equity cancelled in $39 Ligand merger
XOMA Royalty Corp Chief Investment Officer Bradley Sitko reported merger-related dispositions and restructurings of his equity and award holdings.
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Form Type
4
Rhea-AI Filing Summary
XOMA Royalty Corp Chief Investment Officer Bradley Sitko reported merger-related dispositions and restructurings of his equity and award holdings. In connection with Ligand Pharmaceuticals’ acquisition, his common stock, preferred shares, options and stock units were cancelled, redeemed or converted into $39.00 per share in cash plus contingent value rights, leaving no reported post-transaction holdings in these securities.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Sitko Bradley
Role
Chief Investment Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F2, F7, F8 | 300,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F2, F7, F8 | 250,000 | $0.00 | $0.00 |
| Disposition | Performance Stock Units F2, F9, F10 | 41,112 | $0.00 | $0.00 |
| Disposition | Performance Stock Units F2, F9, F10 | 23,488 | $0.00 | $0.00 |
| Other | Common Stock F1, F2, F3, F4 | 83,765 | -- | -- |
| Disposition | 8.625% Series A Cumulative Perpetual Preferred Stock F2, F5 | 313 | -- | -- |
| Disposition | Depositary Shares - 8.375% Series B Cumulative Stock F2, F6 | 7,045 | -- | -- |
| Other | Common Stock F2, F3 | 1,287 | -- | -- |
| Other | Common Stock F2, F3 | 75 | -- | -- |
| Other | Common Stock F2, F3 | 75 | -- | -- |
| Other | Common Stock F2, F3 | 1,500 | -- | -- |
| Disposition | 8.625% Series A Cumulative Perpetual Preferred Stock F2, F5 | 82 | -- | -- |
| Disposition | Depositary Shares - 8.375% Series B Cumulative Stock F2, F6 | 2,000 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
8.625% Series A Cumulative Perpetual Preferred Stock — 0 shares (Direct);
Depositary Shares - 8.375% Series B Cumulative Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By 401(k));
Common Stock — 0 shares (Indirect, By child);
Common Stock — 0 shares (Indirect, By spouse);
8.625% Series A Cumulative Perpetual Preferred Stock — 0 shares (Indirect, By spouse);
Depositary Shares - 8.375% Series B Cumulative Stock — 0 shares (Indirect, By spouse)
Holdings Before and After:
Stock Option (Right to Buy), 550,000 to 0 contracts (Direct);
Performance Stock Units, 64,600 to 0 contracts (Direct);
Common Stock, 83,765 to 0 shares (Direct);
8.625% Series A Cumulative Perpetual Preferred Stock, 313 to 0 shares (Direct);
Depositary Shares - 8.375% Series B Cumulative Stock, 7,045 to 0 shares (Direct);
Common Stock, 1,287 to 0 shares (Indirect, By 401(k));
Common Stock, 1,500 to 0 shares (Indirect, By spouse);
8.625% Series A Cumulative Perpetual Preferred Stock, 82 to 0 shares (Indirect, By spouse);
Depositary Shares - 8.375% Series B Cumulative Stock, 2,000 to 0 shares (Indirect, By spouse)
Footnotes (10)
- F1. Includes 804 shares acquired under the ESPP Plan on May 31, 2026.
- F2. 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.
- F3. 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").
- F4. 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.
- F5. Prior to the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share, of the Issuer was redeemed by the Issuer in accordance with the terms of the certificate of designation governing such stock, including payment of all accrued and unpaid dividends thereon through the date of such redemption.
- F6. Prior to the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share, of the Issuer (including the Depositary Shares) was redeemed by the Issuer in accordance with the terms of the certificate of designation governing such stock, including payment of all accrued and unpaid dividends thereon through the date of such redemption.
- F7. 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.
- F8. 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.
- F9. 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
- F10. (Continued from footnote 9) (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
Merger cash consideration per common share: $39.00 per Share
Common stock disposed (direct holding): 83765.0000 shares
Series B preferred shares disposed: 7045.0000 shares
+5 more
8 metrics
Merger cash consideration per common share
$39.00 per Share
Cash portion of Merger Consideration at the Effective Time
Common stock disposed (direct holding)
83765.0000 shares
Common Stock reported with zero shares following merger-related transaction
Series B preferred shares disposed
7045.0000 shares
Depositary Shares of 8.375% Series B redeemed prior to Effective Time
Series A preferred shares disposed
313.0000 shares
8.625% Series A Cumulative Perpetual Preferred Stock redeemed prior to Effective Time
Performance Stock Units cancelled
23488.0000 units
PSUs linked to Common Stock with 2026-05-18 expiration disposed in issuer transaction
Additional Performance Stock Units cancelled
41112.0000 units
PSUs linked to Common Stock with 2029-03-11 expiration disposed in issuer transaction
Stock option position cancelled (Series 1)
250000.0000 underlying shares at $30.0000
Stock Option (Right to Buy) cancelled in issuer disposition under Merger Agreement
Stock option position cancelled (Series 2)
300000.0000 underlying shares at $18.6600
Second Stock Option series cancelled in issuer disposition under Merger Agreement
Key Terms
Merger Agreement, contingent value rights, restricted stock unit, performance stock unit award, +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.
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.
restricted stock unit financial
"each outstanding restricted stock unit ("RSU") became fully vested and cancelled"
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"
Closing Amount financial
"equal to the product of (i) the number of Shares and (ii) the Closing Amount"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Bradley Sitko report for XOMA (XOMA)?
Bradley Sitko reported dispositions and restructurings of common stock, preferred shares, stock options, RSUs and PSUs. All reported positions in these securities went to zero as part of the Ligand Pharmaceuticals merger and related holding company reorganization.
How were XOMA (XOMA) Series A and B preferred stock handled?
Before the Effective Time, each issued and outstanding share of 8.625% Series A and 8.375% Series B preferred stock (including Depositary Shares) was redeemed in accordance with its certificate of designation, including payment of all accrued and unpaid dividends through the redemption date.
What happened to XOMA (XOMA) stock options in the merger?
At the Effective Time, each in-the-money Company Stock Option was fully vested, cancelled and exchanged for cash based on the $39.00 Closing Amount plus CVRs. Any remaining options that did not qualify as Terminating Company Stock Options were cancelled with no consideration.
Were XOMA (XOMA) insider transactions open-market trades?
No. The Form 4 reports issuer dispositions coded "D" and restructuring transactions coded "J" tied to the Merger Agreement. These reflect cancellation, redemption or conversion of securities in the merger, not open-market purchases or sales by Bradley Sitko.
AI-generated analysis. How Rhea-AI works. Not financial advice.
