[Form 4] XOMA Royalty Corp Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Performance-based equity award of 35,567 PSUs aligns executive compensation with share price performance
• Increased reported direct beneficial ownership to 132,714 shares, reflecting potential longer-term alignment with shareholders

Negative

• Disposition of 2,000 Depository Shares in the 8.375% Series B Cumulative stock reduces holdings in that instrument
• No price or market-value disclosure for the contingent PSUs beyond stating a $0 transaction price, leaving valuation unclear

Insights

Financial Analyst

TL;DR: CEO acquired 35,567 PSUs increasing reported direct beneficial ownership to 132,714 shares; also disposed of 2,000 depository shares.

The acquisition of 35,567 Performance Stock Units, which convert to one share each contingent on a specified share price, increases the reporting person’s potential equity stake. The filing shows the resulting direct beneficial ownership figure of 132,714 shares, which aggregates outstanding common stock holdings and the newly reported contingent units. The transaction price is reported as $0 for the PSUs, consistent with typical performance‑based grants rather than an open‑market purchase. The separate disposition of 2,000 Depository Shares in the 8.375% Series B Cumulative security reduces holdings in that preferred-style instrument. All information presented is explicit in the Form 4; no valuation or market capitalization details are provided in this filing.

Corporate Governance Expert

TL;DR: Insider grant of performance units aligns executive compensation with share price targets; disclosure appears complete for Section 16 reporting.

The filing documents a performance-based equity award to the CEO and director, specifying vesting tied to a share price threshold and including exercisability information (noting a date of 05/18/2026 for the PSUs). The Form 4 includes both non-derivative and derivative lines and lists ownership forms as direct. The submission is executed by an attorney‑in‑fact and attaches a Power of Attorney. No amendments or additional contractual terms beyond the vesting condition and exercisable date are provided in this filing.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Hughes Owen

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		35,567	A	$0	98,268	D
Common Stock								295	I	By 401(k) Plan
Depository Shares - 8.375% Series B Cumulative Stock								2,000	D

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			35,567	(1)	05/18/2026	Common Stock	35,567	$0	132,714	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 Owen Hughes	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 XOMAP insider Owen Hughes report on 09/19/2025?

The filing reports acquisition of 35,567 Performance Stock Units and a disposition of 2,000 Depository Shares of the 8.375% Series B Cumulative security.

How many shares does Owen Hughes beneficially own after the reported transactions?

The Form 4 reports 132,714 shares beneficially owned on a direct basis following the transactions.

What are the terms of the Performance Stock Units in the filing?

Each PSU represents a contingent right to one share of common stock and vests upon the common stock achieving a specified price per share; PSUs are shown exercisable with a date of 05/18/2026.

Was any cash consideration reported for the PSUs?

The transaction price for the PSUs is reported as $0 in the Form 4.

Who signed the Form 4 filing for Owen Hughes?

The filing was signed by Thomas Burns, Attorney-in-Fact for Owen Hughes on 09/23/2025, and includes Exhibit 24 (Power of Attorney).