XOMA Royalty Corp (XOMA) CEO cashes out at $39 per share in Ligand merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Owen Hughes, Chief Executive Officer of XOMA Royalty Corp, reported multiple equity dispositions associated with the completion of XOMA’s merger with Ligand Pharmaceuticals. He disposed of 102,000 depositary shares of 8.375% Series B cumulative preferred stock, common stock positions, performance stock units and stock options back to the issuer, leaving no reported XOMA holdings in these securities after July 14, 2026. Under the merger terms, each common share converted into the right to receive $39.00 in cash plus contingent value rights, while preferred shares were redeemed with accrued and unpaid dividends and equity awards were either cashed out or cancelled in exchange for cash and contingent value rights.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Hughes Owen
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 100,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 75,000 | $0.00 | -- |
| Disposition | Performance Stock Units | 116,245 | $0.00 | -- |
| Disposition | Performance Stock Units | 132,714 | $0.00 | -- |
| Other | Common Stock | 191,264 | -- | -- |
| Other | Common Stock | 752 | -- | -- |
| Disposition | Depositary Shares - 8.375% Series B Cumulative Stock | 102,000 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By 401(k) Plan);
Depositary Shares - 8.375% Series B Cumulative 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. 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. 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. 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 (Continued from footnote 7) (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
Depositary Shares disposed: 102,000 shares
Common stock in restructuring: 192,016 shares
Performance Stock Units cancelled: 132,714 units
+5 more
8 metrics
Depositary Shares disposed
102,000 shares
Depositary Shares of 8.375% Series B Cumulative Perpetual Preferred Stock disposed to issuer on July 14, 2026
Common stock in restructuring
192,016 shares
Common Stock reported in J-code restructuring transactions (752 indirect, 191,264 direct) on July 14, 2026
Performance Stock Units cancelled
132,714 units
Performance Stock Units tied to Common Stock disposed to issuer; expiration date May 18, 2026
Additional PSUs cancelled
116,245 units
Performance Stock Units tied to Common Stock disposed to issuer; expiration date March 11, 2029
Stock option cancelled
75,000 shares at $30.00
Stock Option (Right to Buy) with $30.00 exercise price, underlying 75,000 common shares, cancelled and disposed to issuer
Stock option cancelled
100,000 shares at $18.66
Stock Option (Right to Buy) with $18.6600 exercise price, underlying 100,000 common shares, cancelled and disposed to issuer
Merger cash consideration
$39.00 per share
Each XOMA common share converted into the right to receive $39.00 in cash plus contingent value rights at the effective time
Series B dividend rate
8.375%
8.375% Series B Cumulative Perpetual Preferred Stock redeemed with all accrued and unpaid dividends through redemption date
Key Terms
contingent value rights, Merger Consideration, Dissenting Shares, Terminating Company Stock Option, +1 more
5 terms
contingent value rights financial
"each, a "CVR") representing a right to receive certain contingent payments"
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.
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.
Terminating Company Stock Option financial
"each, a "Terminating Company Stock Option") became fully vested and was cancelled"
Performance-Requirement financial
"as to which, as of immediately prior to the Effective Time, the "Performance-Requirement" has been achieved"
FAQ
What insider transactions did XOMA (XOMA) CEO Owen Hughes report on July 14, 2026?
Owen Hughes reported dispositions and restructuring transactions involving 102,000 depositary shares of Series B preferred stock, common stock positions totaling 192,016 shares, performance stock units and stock options, all tied to the closing of XOMA’s merger with Ligand, leaving no reported holdings in these securities.
What happened to XOMA (XOMA) stock options and RSUs under the merger agreement?
At the effective time, restricted stock units became fully vested, cancelled and converted into cash based on the $39.00 Closing Amount plus one CVR per share. Certain in-the-money Company Stock Options were cancelled in exchange for cash based on the spread over $39.00 plus one CVR per underlying share, while others were cancelled without consideration.
How were XOMA (XOMA) performance stock units (PSUs) treated in connection with the merger?
Immediately prior to the effective time, each PSU automatically converted into a Converted PSU RSU based on target-share formulas. Each Converted PSU was then cancelled and exchanged for cash equal to shares times the $39.00 Closing Amount, plus one contingent value right per share.