XOMA legal chief reports equity conversion in Ligand deal
Montano Maricel Perea reported disposition transactions in this Form 4 filing.
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Form Type
4
Rhea-AI Filing Summary
Montano Maricel Perea reported disposition transactions in this Form 4 filing.
XOMA Royalty Corp’s Chief Legal Officer, Maricel Perea Montano, reported equity changes tied to its merger with Ligand Pharmaceuticals. Common stock totaling 42,371 shares (42,306 held directly and 65 via a 401(k) plan) was reclassified in a holding company reorganization, and she now reports no common share holdings. In connection with the same Merger Agreement, 11,316 and 37,074 performance stock units were cancelled and converted into the right to receive $39.00 in cash per underlying share plus contingent value rights.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Montano Maricel Perea
Role
Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Stock Units F2, F5, F6 | 37,074 | $0.00 | $0.00 |
| Disposition | Performance Stock Units F2, F5, F6 | 11,316 | $0.00 | $0.00 |
| Other | Common Stock F1, F2, F3, F4 | 42,306 | -- | -- |
| Other | Common Stock F2, F3 | 65 | -- | -- |
Holdings After Transaction:
Performance Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By 401(k) Plan)
Holdings Before and After:
Performance Stock Units, 48,390 to 0 contracts (Direct);
Common Stock, 42,306 to 0 shares (Direct);
Common Stock, 65 to 0 shares (Indirect, By 401(k) Plan)
Footnotes (6)
- F1. Includes 513 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. 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
- F6. (Continued from footnote 5) (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
Common shares affected: 42,371 shares
Performance stock units cancelled: 11,316 units
Additional PSUs cancelled: 37,074 units
+4 more
7 metrics
Common shares affected
42,371 shares
Total common stock (42,306 direct; 65 via 401(k) plan) subject to J-code restructuring on July 14, 2026
Performance stock units cancelled
11,316 units
Performance Stock Units with 11,316 underlying common shares disposed of to issuer on July 14, 2026
Additional PSUs cancelled
37,074 units
Performance Stock Units with 37,074 underlying common shares disposed of to issuer on July 14, 2026
Merger cash consideration per share
$39.00 per Share
Cash component of Merger Consideration for each XOMA common share at the Effective Time
Common stock par value
$0.0075 per share
Par value of XOMA common stock referenced in the merger-related footnote
Restructuring-designated shares
42,371 shares
Shares associated with J-code “other acquisition or disposition” transactions classified as restructuring in transaction summary
ESPP plan shares
513 shares
Shares acquired under the ESPP Plan on May 31, 2026, included within reported common stock
Key Terms
contingent value rights (CVR), Merger Consideration, holding company reorganization, restricted stock unit ("RSU"), +2 more
6 terms
contingent value rights (CVR) financial
"an amount of contingent value rights (each, a "CVR") representing a right to receive"
Merger Consideration financial
"the Closing Amount plus CVR, the "Merger Consideration""
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
holding company reorganization regulatory
"on July 14, 2026, the Issuer effected a holding company reorganization"
restricted stock unit ("RSU") financial
"each outstanding restricted stock unit ("RSU") became fully vested and cancelled"
performance stock unit award ("PSU") financial
"each outstanding performance stock unit award ("PSU") automatically converted"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did XOMA (XOMA) report for its Chief Legal Officer?
The Form 4 shows Chief Legal Officer Maricel Perea Montano had 42,371 common shares affected by a holding company reorganization and 11,316 plus 37,074 performance stock units cancelled and converted into cash and contingent value rights under the merger with Ligand Pharmaceuticals.
How many performance stock units were cancelled for XOMA (XOMA) in this filing?
Two blocks of performance stock units were cancelled: 11,316 units tied to 11,316 underlying shares and 37,074 units tied to 37,074 underlying shares. Both were disposed of to the issuer and converted into cash plus contingent value rights under the Merger Agreement.
How were XOMA (XOMA) restricted stock units treated at the merger effective time?
At the Effective Time, each outstanding restricted stock unit became fully vested, then was cancelled and converted into the right to receive cash equal to the number of shares times $39.00, plus one contingent value right for each underlying share, subject to applicable tax withholding.
What happened to XOMA (XOMA) performance stock units at the Effective Time?
Immediately before the Effective Time, each performance stock unit converted into a “Converted PSU”, then was automatically cancelled and converted into the right to receive cash equal to underlying shares times $39.00 plus one contingent value right per share, consistent with the Merger Agreement terms.
Does the XOMA (XOMA) Chief Legal Officer still report common stock holdings after the merger?
No. Following the transactions reported on July 14, 2026, the Form 4 shows 0.0000 common shares reported as held, both for directly held stock and for shares previously held indirectly through a 401(k) plan, reflecting the merger-related reclassification and cash-and-CVR consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
