[Form 4] XOMA Royalty Corp Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Acquisition of 6,712 PSUs that convert to one common share each upon meeting a specified price, aligning executive incentives with share performance
• Clear disclosure of direct and indirect holdings, including 401(k) and family-held shares, enhancing transparency

Negative

• Disposals reported including 313 shares of 8.625% Series A preferred stock and 7,045 depositary shares of 8.375% Series B, reducing certain non-common holdings
• No price or cash proceeds disclosed for some disposals in the filing, limiting clarity on economic impact

Insights

Financial Analyst

TL;DR: Insider received 6,712 PSUs, increasing potential common share exposure if vesting conditions are met.

Bradley Sitko's acquisition of 6,712 PSUs increases his upside exposure to XOMA Royalty common stock contingent on a specified price target. The filing quantifies both direct and indirect holdings, showing meaningful total beneficial ownership when derivative and direct shares are combined. Disposals of depositary and preferred shares were also reported; however, no cash consideration or market-impacting amounts are disclosed. This filing primarily signals executive alignment with potential future equity appreciation rather than immediate cash transactions.

Corporate Governance Expert

TL;DR: Reported PSU grant aligns executive incentives with share-price performance, while some securities were disposed.

The PSU award ties management compensation to share-price performance, which is a governance mechanism to align executive interests with shareholders. The report lists disposals of 313 shares of 8.625% Series A preferred stock and 7,045 depositary shares of 8.375% Series B, plus other indirect holdings via family and a 401(k). The filing is a standard Section 16 disclosure and contains an exhibit Power of Attorney; there are no indications of unusual governance events or control changes in the document.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sitko Bradley

(Last) (First) (Middle)

C/O XOMA ROYALTY CORPORATION

2200 POWELL STREET, SUITE 310

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XOMA Royalty Corp [ XOMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/19/2025		M		6,712	A	$0	19,822	D
8.625% Series A Cumulative Perpetual Preferred Stock								313	D
Depositary Shares - 8.375% Series B Cumulative Stock								7,045	D
Common Stock								829	I	By 401(k) Plan
Common Stock								1,500	I	By spouse
Common Stock								75	I	By child
Common Stock								75	I	By child
8.625% Series A Cumulative Perpetual Preferred Stock								82	I	By spouse
Depositary Shares - 8.375% Series B Cumulative Stock								2,000	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	09/19/2025		M			6,712	(1)	05/18/2026	Common Stock	6,712	$0	23,488	D

Explanation of Responses:

1. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock (the "Common Stock"). The PSUs vest upon the Common Stock achieving a specified price per share.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Thomas Burns, Attorney-in-Fact for Bradley Sitko	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Bradley Sitko report on the XOMAP Form 4 filed for 09/19/2025?

The filing reports that Bradley Sitko acquired 6,712 Performance Stock Units (PSUs) and that he holds 23,488 derivative-backed shares and 19,822 common shares following the transactions.

What are the Performance Stock Units (PSUs) reported on XOMA Royalty's Form 4?

Each PSU represents a contingent right to receive one share of the issuer's common stock if the common stock achieves a specified price per share; 6,712 PSUs were reported.

Are there any disposals disclosed by the insider in the XOMAP filing?

Yes. The filing shows disposals including 313 shares of 8.625% Series A cumulative perpetual preferred stock and 7,045 depositary shares of the 8.375% Series B cumulative stock.

Does the filing disclose indirect ownership for Bradley Sitko?

Yes. The filing lists indirect holdings including 829 common shares via a 401(k) plan, 1,500 common shares held by his spouse, and 75 common shares each held by two children, plus indirect preferred and depositary share holdings by his spouse.

When are the PSUs reported in the Form 4 potentially exercisable?

The PSUs reported have a date noted of 05/18/2026 as the date exercisable/vesting contingent on achieving the specified stock price.