XOMA Royalty Corporation SEC Filings

XOMA Royalty Corporation launched an at-the-market program to sell up to $50,000,000 of depositary shares, each representing 1/1000th of its 8.375% Series B Cumulative Perpetual Preferred Stock, through or to H.C. Wainwright & Co. as sales agent or principal. The shares trade on Nasdaq as XOMAO.

Each depositary share carries a $25.00 liquidation preference equivalent and pays cumulative cash dividends of $2.09375 per year (8.375%), payable quarterly on or about January 15, April 15, July 15 and October 15. The agent may sell the shares in transactions deemed “at the market offerings,” earning up to 3.0% of gross proceeds.

The Series B Preferred is redeemable at the company’s option at $25.25 per depositary share (plus accrued and unpaid dividends) prior to April 15, 2026, and at $25.00 thereafter, subject to terms described. XOMA intends to use proceeds to fund future dividends and for general corporate purposes, including acquiring additional potential royalty and milestone revenue streams. As context, there were 1,600,000 depositary shares outstanding as of June 30, 2025.

XOMA Royalty Corp filed a prospectus supplement (Form 424B5) for debt securities describing its royalty-aggregator business and offering mechanics. The company acquires milestone, royalty and commercial payment streams from pre-commercial and mid‑stage assets (Phase 1 and 2) and late‑stage/commercial assets licensed to partners; future income is expected from milestone and royalty payments and periodic recognition under the effective interest method. It states reporting status as a smaller reporting company while market value of non‑affiliates is under $700.0M or annual revenue is under $100.0M. Governance and transfer provisions include a Beneficial Ownership Limitation initially set at 19.99%, procedures for delisting/change‑of‑control pricing using a 10‑day average, and takeover‑defensive provisions in its charter and bylaws. The prospectus references prior SEC filings and notes its website is an inactive reference only.

Bradley Sitko, Chief Investment Officer and director of XOMA Royalty Corp (XOMAP), reported transactions dated 09/19/2025. The filing shows Sitko acquired 6,712 Performance Stock Units (PSUs) that each represent a contingent right to one share of common stock; these PSUs vest upon the common stock reaching a specified price and are scheduled to be exercisable by 05/18/2026. Following the reported PSU acquisition, Sitko beneficially owned 23,488 derivative-backed shares and 19,822 common shares by direct ownership. The report also discloses disposals of certain preferred and depositary share instruments and multiple indirect holdings through his 401(k) plan, spouse, and children.

Owen Hughes, who is listed as Chief Executive Officer and a Director of XOMA Royalty Corp, reported transactions dated 09/19/2025. The filing shows acquisition of 35,567 Performance Stock Units (PSUs) that each represent a contingent right to one share of common stock and vest upon the common stock reaching a specified price per share. After these derivative and related non‑derivative entries, Mr. Hughes is reported to beneficially own 132,714 shares on a direct basis. The filing also records a disposition of 2,000 Depository Shares of an 8.375% Series B Cumulative security. The form is signed by an attorney‑in‑fact and includes a Power of Attorney exhibit.

Thomas M. Burns, SVP, Finance & CFO of XOMA Royalty Corp (symbol: XOMAP), reported equity activity related to vested performance stock units and subsequent share sales to cover taxes. He was credited with 11,846 common shares from PSUs that vest when the stock reaches a specified price, increasing his direct common-stock holdings to 34,409 shares. Shortly thereafter he sold 4,300 shares at $35.98 and two small blocks of 15 shares each at $36.93 and $36.81, reducing his direct holdings to roughly 30,079 shares.

He also reports 6,130 shares held indirectly through a 401(k) plan and disposal of 2,000 depository shares and 2,000 series A preferred shares. The filing explains the sales were to satisfy tax withholding on PSU settlement, and the PSUs convert one-for-one into common stock with an exercisable date of 05/18/2026.

Maricel P. Montano, Chief Legal Officer and Director of XOMA Royalty Corp (XOMA), reported insider transactions dated 09/19/2025. The filing shows acquisition of 3,033 Performance Stock Units (PSUs) and 3,033 shares of Common Stock recorded as acquired with $0 price, with PSUs vesting upon the company's common stock reaching a specified price per share. After the reported transactions the filing lists 12,134 shares of common stock and 11,316 derivative units beneficially owned following the transactions. The PSUs have a stated date exercisable of 05/18/2026 per the filing. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Montano on 09/23/2025.

XOMA Royalty Corporation (XOMAP) entered into a merger with HilleVax, Inc. under an Agreement and Plan of Merger dated August 4, 2025, after a related tender offer described in an Offer to Purchase dated August 18, 2025. At the Effective Time, Merger Sub merged into HilleVax and HilleVax became a wholly owned subsidiary of XOMA, with outstanding HilleVax shares (subject to customary exceptions) cancelled and converted into the right to receive the Offer Price, comprised of a cash amount and a non-transferable Contingent Value Right (CVR).

A Contingent Value Rights Agreement dated September 17, 2025 governs potential cash payments under the CVR, with Broadridge named as rights agent and Dr. Robert Hershberg as initial representative of holders. The filing attaches the Merger Agreement, the CVR Agreement, and a press release incorporated by reference.