XOMA director reports equity changes in Ligand deal
XOMA Royalty Corp director Barbara Kosacz reported equity changes tied to the July 14, 2026 merger with Ligand Pharmaceuticals.
Rhea-AI Filing Summary
XOMA Royalty Corp director Barbara Kosacz reported equity changes tied to the July 14, 2026 merger with Ligand Pharmaceuticals. Her 6,269 common shares were converted into the right to receive merger consideration that includes $39.00 per share in cash and contingent value rights, as described in the merger agreement. In addition, multiple stock options with exercise prices such as $24.7100, $21.3900, $17.8600, $31.0400, $21.2700, $15.5900 and $12.6500 per share were cancelled and disposed of to the issuer in connection with the transaction. After these actions, the report shows she directly holds no common shares or listed stock options.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Kosacz Barbara
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 19,979 | $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 |
| Disposition | Stock Option (Right to Buy) F1, F4, F5 | 9,763 | $0.00 | $0.00 |
| Other | Common Stock F1, F2, F3 | 6,269 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 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 affected: 6269.0000 shares
Cash Closing Amount: $39.00 per Share
Option exercise price example: $24.7100 per share
+1 more
4 metrics
Common shares affected
6269.0000 shares
Number of XOMA common shares subject to merger treatment for Barbara Kosacz
Cash Closing Amount
$39.00 per Share
Per-share cash component of the Merger Consideration at the Effective Time
Option exercise price example
$24.7100 per share
Exercise price of one Company Stock Option disposed of to the issuer
Option exercise price example
$12.6500 per share
Exercise price of another Company Stock Option cancelled in connection with the merger
Key Terms
Agreement and Plan of Merger, contingent value rights, restricted stock unit, Company Stock Option, +1 more
5 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
"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.
Company Stock Option financial
"each outstanding option to purchase Shares (each, a "Company Stock Option")"
FAQ
What did XOMA (XOMA) director Barbara Kosacz disclose in this Form 4?
Director Barbara Kosacz disclosed that her 6,269 XOMA common shares and several stock option grants were adjusted in connection with a merger. The shares became rights to receive cash and contingent value rights, and the options were cancelled or disposed of under the merger agreement.
What happened to XOMA (XOMA) restricted stock units in the merger?
At the Effective Time, each XOMA restricted stock unit (RSU) became fully vested, cancelled and converted into cash equal to shares times the $39.00 Closing Amount, plus one contingent value right (CVR) for each share covered by the RSU, subject to tax withholding.
How were XOMA (XOMA) stock options treated under the merger agreement?
Each XOMA Company Stock Option with an exercise price below the Closing Amount plus CVR value was fully vested, cancelled and exchanged for cash and one CVR per underlying share. Options that did not meet this definition were cancelled with no consideration delivered in return.
Does the Form 4 show that Barbara Kosacz still holds XOMA (XOMA) equity?
The Form 4 reports that after the merger-related transactions, 0.0000 XOMA common shares and 0.0000 listed stock options are held directly by Barbara Kosacz. Any previous directly held common stock and option awards shown in the report now have zero remaining balances.
What is the role of contingent value rights (CVRs) in the XOMA (XOMA) transaction?
The merger consideration includes contingent value rights (CVRs), each representing a right to receive contingent payments under a CVR Agreement. Common shares, RSUs and certain stock options are entitled to CVRs, in addition to the $39.00 per share cash component, subject to the agreement’s terms.
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