[Form 4] XOMA Royalty Corporation 8.625% Series A Cumulative Perpetual Preferred Stock Insider Trading Activity

Rhea-AI Filing Summary

XOMA Royalty Corp. reporting person Maricel Perea Montano, Chief Legal Officer and director, was granted 23,450 Performance Stock Units (PSUs) on 08/12/2025. Each PSU converts to one share of XOMA common stock if a specified stock price target is met. The PSUs are shown as acquired with a $0 exercise price and are recorded as 23,450 shares beneficially owned following the award, held in a direct form.

The PSUs become eligible for issuance on 05/16/2026 subject to achieving the stated price condition. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/14/2025. No sale or cash payment is reported; this filing documents a contingent equity award tied to future stock performance.

Insights

Securities Analyst

TL;DR: Routine performance-based equity grant to a senior officer; not immediately dilutive unless performance conditions are met.

This Form 4 discloses a grant of 23,450 PSUs to the Chief Legal Officer that convert one-for-one into common shares if a stock-price hurdle is satisfied by the vesting date of 05/16/2026. The award is recorded at a $0 price because it is a contingent grant rather than a purchase. For investors, this is a compensation alignment signal but not an immediate change to share count or cash flows unless the performance condition is achieved and the company issues shares.

Corporate Governance Specialist

TL;DR: Governance-standard incentive grant linking executive pay to equity performance; materiality appears low absent additional context.

The disclosure follows Section 16 reporting requirements by documenting a performance-based equity award to an officer and director. The nature—PSUs tied to a stock-price target—aligns executive incentives with shareholder value creation. The filing does not indicate acceleration, remediation, or related-party pecuniary transactions, and it does not by itself change outstanding share count until conversion, so its immediate governance impact is limited.

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

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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^*

Montano Maricel Perea

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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

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)	08/12/2025		A		23,450		(1)	05/16/2026	Common Stock	23,450	$0	23,450	D

Explanation of Responses:

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

Remarks:

	/s/ Thomas Burns, Attorney-in-Fact for Maricel Perea Montano	08/14/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Maricel Perea Montano receive according to the Form 4?

The filing reports a grant of 23,450 Performance Stock Units (PSUs) on 08/12/2025, each convertible into one share of XOMA common stock if a price condition is met.

When do the PSUs become eligible to convert to common stock?

The PSUs are shown with a conversion/issuance date of 05/16/2026, contingent on achieving the specified stock price target.

Does this Form 4 report any cash purchase or sale of shares?

No. The transaction is an award of PSUs with a reported price of $0; no cash purchase or sale is disclosed.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 reports 23,450 shares beneficially owned following the reported transaction, held directly.

Who signed the Form 4 and when was it filed?

The Form 4 is signed by Thomas Burns, Attorney-in-Fact for Maricel Perea Montano, dated 08/14/2025.