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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.
Natasha Hernday, a director of XOMA Royalty Corp, reported dispositions and restructuring of her equity in connection with XOMA’s merger with Ligand Pharmaceuticals. She reported the disposition of 4,000 shares of 8.625% Series A Cumulative Perpetual Preferred Stock and a restructuring transaction involving 9,304 common shares, after which she reported holding zero common shares and preferred shares. She also reported issuer dispositions of multiple stock options covering tens of thousands of underlying common shares. Under the merger terms, each common share generally converted into the right to receive $39.00 in cash per share plus contingent value rights, while preferred shares were redeemed with accrued dividends and certain stock options were either cashed out for cash plus contingent value rights or cancelled with no consideration.
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.
XOMA Royalty Corp director Matthew D. Perry reported the cancellation and disposition of his equity in connection with a merger with Ligand Pharmaceuticals Incorporated. A total of 24,138 shares of common stock were disposed of in a holding company reorganization, and several stock options with exercise prices ranging from $4.67 to $31.04 per share were cancelled or surrendered to the issuer. At the merger’s effective time, each common share converted into the right to receive $39.00 in cash per share plus contingent value rights, and in-the-money options were exchanged for cash based on the spread over $39.00 plus one contingent value right per underlying share, leaving Perry with no reported remaining holdings.
XOMA Royalty Corp Chief Financial Officer Jeffrey Trigilio reported the disposition of his equity in connection with the merger of XOMA Royalty with an affiliate of Ligand Pharmaceuticals Incorporated. On July 14, 2026, 103,906 shares of common stock and all reported performance stock units were eliminated, leaving him with 0 shares and 0 derivative units.
Under the Merger Agreement, each share of common stock automatically converted at the effective time into the right to receive $39.00 per share in cash, subject to withholding, plus contingent value rights representing potential future contingent payments. Outstanding RSUs and performance stock unit awards vested or were converted and then cancelled for cash based on the $39.00 Closing Amount per underlying share and one contingent value right for each such share.
XOMA Royalty Corp director Heather L. Franklin reported disposition of 6,269 shares of common stock and cancellation of several stock option awards on July 14, 2026, in connection with the merger between XOMA Royalty Corporation and Ligand Pharmaceuticals. At the merger’s Effective Time, each share of XOMA common stock converted into the right to receive $39.00 per share in cash plus contingent value rights (CVRs), subject to withholding taxes. Restricted stock units and certain company stock options became fully vested, were cancelled, and exchanged for cash based on the Closing Amount plus one CVR per underlying share. After these transactions, the holdings reported here show zero remaining shares and options for Franklin.
XOMA Royalty Corporation was acquired by Ligand Pharmaceuticals Incorporated. Each share of common stock was converted into the right to receive $39.00 in cash plus one non-transferable contingent value right (CVR) per share, entitling holders to a portion of 75% of any net proceeds from specified pending litigation.
Before the merger’s effective time, all 8.625% Series A and 8.375% Series B Cumulative Perpetual Preferred Stock was redeemed, including accrued and unpaid dividends, and debt under a 2023 Loan Agreement was fully repaid and the facility terminated. XOMA Royalty’s common stock was halted and delisted from Nasdaq, with Form 25 and Form 15 filings to remove the listing and end SEC reporting. At a Special Meeting, stockholders approved the Merger Agreement with 15,924,106 votes for and 98,100 against, out of 17,678,742 shares outstanding as of the record date, and the board and officers were replaced by Ligand’s designees.
XOMA Royalty Corporation plans to redeem all outstanding preferred stock and align these actions with its pending acquisition by Ligand Pharmaceuticals. On July 14, 2026, XOMA will redeem its 8.625% Series A and 8.375% Series B preferred at $25.00 per share/depositary share plus accrued dividends, after paying quarterly dividends of $0.53906 per Series A share and $0.52344 per Series B depositary share on or about July 15, 2026. Following redemption, the preferred securities will no longer be outstanding or listed. XOMA also set July 13, 2026 as the record date for issuing one contingent value right per common share as additional merger consideration, while reiterating that the Ligand transaction is expected to close on or about July 14, 2026, subject to remaining conditions.
XOMA Royalty Corporation has agreed to be acquired by Ligand Pharmaceuticals through a merger. At the Effective Time, each outstanding XOMA Royalty share will convert into $39.00 in cash plus one contingent value right (CVR) tied to net proceeds from a pending Janssen litigation. The CVRs are non-transferable in most cases, may never pay and may have no value.
The transaction requires XOMA Royalty stockholder approval and a holding-company reorganization; a virtual Special Meeting is scheduled for July 13, 2026 (record date: June 5, 2026). The Board recommends votes FOR the merger, the holding company reorganization and related proposals. See the proxy for risks, tax consequences and treatment of warrants and equity awards.
WYSZOMIERSKI JACK L reported acquisition or exercise transactions in this Form 4 filing.
XOMA Royalty Corp director Jack L. Wyszomierski received an equity grant in the form of restricted stock units. He was awarded 3,586 RSUs, each representing one share of common stock at settlement. Following the grant, he directly holds 25,116 shares of common stock.
The 3,586 RSUs vest in equal monthly installments over 12 months from the grant date, conditioned on his continued service with the company. This compensation-related award is not an open-market purchase or sale but a stock-based incentive.