XOMA Royalty Corp SEC Filings

XOMA Royalty Corp director Natasha Hernday received an equity grant of 3,586 restricted stock units (RSUs) of common stock. The grant has a stated price of $0.00 per share and is described as a compensation-related award rather than an open-market purchase.

Each RSU converts into one share of XOMA common stock upon settlement and will vest in equal monthly installments over 12 months from the grant date, contingent on Hernday’s continued service. Following this grant, she directly holds 12,592 shares of common stock and 4,000 shares of 8.625% Series A Cumulative Perpetual Preferred Stock.

XOMA Royalty Corp director Matthew D. Perry received a grant of 3,586 restricted stock units (RSUs) of common stock at no cost. Each RSU converts into one share and will vest in equal monthly installments over 12 months, contingent on his continued service. Following this equity award, he directly owns 27,426 shares of XOMA common stock.

Franklin Heather L reported acquisition or exercise transactions in this Form 4 filing.

XOMA Royalty Corp director Heather L. Franklin received a grant of 3,586 restricted stock units (RSUs) of common stock on May 21, 2026. The award was made at no cash cost per share as part of equity compensation. Each RSU represents the right to receive one share of XOMA common stock at settlement and will vest in equal monthly installments over 12 months, subject to her continued service with the company. Following this grant, Franklin directly owns 9,557 shares of common stock, reflecting a modest, routine increase in her equity stake through compensation rather than open‑market buying.

Kosacz Barbara reported acquisition or exercise transactions in this Form 4 filing.

XOMA Royalty Corp director Barbara Kosacz received a grant of 3,586 restricted stock units (RSUs) of common stock. The RSUs were awarded at no cash cost per unit and will vest in equal monthly installments over 12 months, conditioned on her continued service to the company. Following this equity award, she holds 9,557 shares of common stock directly.

XOMA Royalty Corporation filed a preliminary proxy statement/prospectus as part of a Form S-4 registration to implement a Holding Company Reorganization and a proposed merger with Ligand Pharmaceuticals' Merger Sub. Under the Merger Agreement, each XOMA Royalty share will convert into $39.00 cash plus one non-transferable contingent value right (CVR).

The CVR entitles holders to contingent cash payments, if any, derived from net proceeds of pending litigation against Janssen; CVRs may have no value. The Merger and Holding Company Reorganization require stockholder approval and customary regulatory and closing conditions. The proxy describes treatment of preferred stock, equity awards and warrants, dissenter’s rights under Nevada law, and material risks including uncertainty around CVR timing and value.

XOMA Royalty Corporation reported the results of its 2026 Annual Meeting of Stockholders. Shareholders approved an amendment and restatement of the 2010 Long Term Incentive and Stock Award Plan, adding 425,000 shares of common stock for equity awards and extending the plan’s term to March 16, 2036.

They also approved the 2026 Employee Stock Purchase Plan, making 500,000 shares available for employee purchases, and ratified Deloitte & Touche LLP as independent auditor. All director nominees were elected and the advisory vote on executive compensation passed. As part of a previously announced merger process, the board adopted bylaw amendments addressing Nevada controlling interest statutes and adding exclusive forum provisions.

XOMA Royalty Corp large shareholders affiliated with Biotechnology Value Fund converted Series X Convertible Preferred Stock into common stock. On May 14, 2026, entities in the reporting group converted a total of 5,003 shares of Series X Preferred into 5,003,000 shares of common stock at a $4.03 per share conversion price. After these conversions, the Form 4 shows only common stock positions, with the Series X Preferred balances reduced to zero for the reporting entities involved. The transactions are reported as exempt from short-swing profit rules under Rule 16b-6(b) and reflect changes in the form of ownership rather than open-market buying or selling.

BVF Partners and affiliated funds report a 43.3% stake in XOMA Royalty Corp following conversion of preferred shares. The group now beneficially owns 7,593,303 common shares, calculated using 12,541,030 shares outstanding as of May 7, 2026 plus 5,003,000 shares received in a "Series X Conversion."

On May 14, 2026 the reporting persons increased the Series X Beneficial Ownership Limitation to 45% and converted all their Series X Preferred Stock into common shares at a conversion price of $4.03 per share. BVF, BVF2, Trading Fund OS and managed accounts together invested roughly $44.1 million in the converted and other purchased shares.

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.