Welcome to our dedicated page for XOMA Royalty Corporation SEC filings (Ticker: XOMA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
XOMA Royalty Corporation filings document a biotechnology royalty aggregator with Nasdaq-listed common stock, Series A cumulative perpetual preferred stock, and Series B depositary shares. Form 8-K reports cover operating results, Regulation FD presentations, material definitive agreements, completed acquisition activity, and officer appointments tied to the company’s royalty aggregation strategy.
Proxy materials describe annual meeting procedures, board and stockholder voting matters, and governance disclosures. The filing record also documents the company’s capital structure, including preferred stock classes, and formal disclosures around completed acquisitions and related legacy asset information.
XOMA Royalty Corporation filed an update on its pending acquisition by Ligand Pharmaceuticals. On May 16, 2026, XOMA Royalty, Ligand, Flex Merger Sub and a newly formed subsidiary, XOMA Royalty Holdings Corporation (HoldCo), entered into Amendment No. 1 to their Agreement and Plan of Merger, formally adding HoldCo as a party.
HoldCo is a wholly owned subsidiary created to implement a holding company reorganization under Nevada law before Merger Sub combines with HoldCo, which will then become a wholly owned subsidiary of Ligand. The filing emphasizes that detailed terms and potential impacts will be described in preliminary and definitive proxy statements that XOMA Royalty plans to file, and urges stockholders to review those materials before voting on the proposed acquisition.
XOMA Royalty Corp Schedule 13G: Woodline Partners reports passive ownership of 5.4% of Common Stock, representing 640,001 shares. The filing cites 11,915,730 shares outstanding as of March 25, 2026. The statement is signed by Erin Mullen on 05/15/2026.
XOMA Royalty Corporation reported Q1 2026 total income and revenues of $12.3 million, down from $15.9 million a year earlier as revenue from contracts with customers declined, partly offset by higher income from purchased receivables under the effective interest rate method.
Operating expenses rose to $12.8 million from $10.0 million, driven mainly by higher general and administrative costs and amortization of intangible assets, resulting in an operating loss of $0.5 million. Gains on acquisitions and investment income lifted net income to $4.5 million, compared with $2.4 million in Q1 2025. Basic earnings per share available to common stockholders were $0.18, with diluted earnings per share of $0.17.
XOMA ended the quarter with $138.7 million in cash, cash equivalents, and restricted cash and total assets of $271.9 million. Total liabilities were $159.0 million, including current and long-term debt of about $102.8 million, while stockholders’ equity increased to $92.9 million. Management concluded existing liquidity is sufficient to fund planned operations for at least one year.
Ligand Pharmaceuticals has filed a Schedule 13D after entering into a merger agreement to acquire XOMA Royalty Corporation. Through voting and support agreements, Ligand may be deemed to beneficially own 8,062,678 shares, or 47.0% of XOMA’s common stock on an as-converted basis.
Under the merger, each XOMA common share will be converted into the right to receive $39.00 in cash plus contingent value rights tied to a CVR Trust’s interest in RemainCo LLC. Series X preferred shares will receive equivalent consideration on an as-converted basis, and the issuer’s perpetual preferred stock will be redeemed with accrued and unpaid dividends before closing. The deal requires majority stockholder approval, antitrust clearance, completion of a holding company reorganization and a CVR spin structure, and carries a $40,000,000 termination fee for specified failure or superior proposal scenarios.
XOMA Royalty Corp ownership disclosure: Vanguard Capital Management reported beneficial ownership of 613,458 shares of Common Stock, representing 5.15% of the class. The filing lists 63,662 shares as sole voting power and 613,458 shares as sole dispositive power. The filing is signed by Ashley Grim on 04/30/2026.
The statement clarifies holdings include securities held for Vanguard funds and managed accounts and attributes dispositive authority to Vanguard Capital Management and specified affiliates.
BVF-managed funds updated their ownership and support for XOMA Royalty Corp amid its planned merger with Ligand Pharmaceuticals. BVF and affiliated entities report beneficial ownership of 2,590,303 XOMA common shares, representing about 21.4% of the 12,129,405 shares outstanding as of April 23, 2026.
Certain BVF reporting persons signed a Voting and Support Agreement to vote their shares in favor of the merger and related transactions, appointing Ligand as proxy and agreeing not to sell or transfer their shares or assert appraisal rights during the agreement’s term. They also hold 5,003 shares of Series X Preferred Stock, convertible into 5,003,000 common shares, currently constrained by a 19.99% beneficial ownership cap that they plan to seek to increase to 45% to allow full conversion and voting for stockholder approval.
BlackRock, Inc. reported beneficial ownership of 640,549 shares of XOMA Royalty Corp common stock, equal to 5.4% of the class as shown on the cover. The filing lists 631,604 shares as sole voting power and 640,549 shares as sole dispositive power. The schedule is signed by Spencer Fleming as Managing Director.
XOMA Royalty Corporation completed its acquisition of Generation Bio through a tender offer and follow-on merger, paying $4.2913 in cash plus one contingent value right (CVR) per share. XOMA estimates the CVR proceeds at $0.81 per Generation Bio share, based on excess net cash at closing.
At expiration, 4,722,533 shares, about 70% of Generation Bio’s stock, were tendered and accepted. XOMA acquired Generation Bio’s remaining cash, de minimis assets, approximately $98.0 million of Section 174 tax deductions, and legacy lipid nanoparticle (LNP) assets tied in part to a collaboration with Moderna.
Generation Bio had previously received $40.0 million upfront and $7.5 million in prepaid research funding under the Moderna agreement and could earn up to approximately $1.8 billion in future milestones plus tiered royalties. XOMA does not expect the next $7.5 million option milestone or major target option exercises in the next 12 months.
XOMA Royalty Corporation agreed to be acquired by Ligand Pharmaceuticals in an all-cash merger. XOMA common stockholders will receive $39.00 per share in cash plus contingent value rights tied to potential proceeds from certain Janssen-related litigation, giving both immediate value and additional upside potential.
The deal values XOMA at approximately $739 million and represents about a 14% premium to its 30‑day volume‑weighted average price before announcement. XOMA’s Series X preferred shares will convert to common stock, while its perpetual preferred shares will be redeemed with accrued dividends. A holding company reorganization and CVR structure will be completed before closing, and key shareholders owning roughly 47% of XOMA’s shares have agreed to support the transaction.
XOMA Royalty Corp’s Chief Financial Officer, Jeffrey Trigilio, exercised Performance Stock Units into common shares. On April 20, 2026, 11,538 PSUs converted into 11,538 shares of common stock at a stated price of $0.00 per share.
Following the transaction, Trigilio directly held 103,906 shares of common stock and 126,924 Performance Stock Units. Each PSU represents a contingent right to receive one share of common stock, vesting only if the stock reaches specified price targets and he continues serving the company through each vesting date.