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XOMA Royalty Corp director Heather L. Franklin reported disposition of 6,269 shares of common stock and cancellation of several stock option awards on July 14, 2026, in connection with the merger between XOMA Royalty Corporation and Ligand Pharmaceuticals. At the merger’s Effective Time, each share of XOMA common stock converted into the right to receive $39.00 per share in cash plus contingent value rights (CVRs), subject to withholding taxes. Restricted stock units and certain company stock options became fully vested, were cancelled, and exchanged for cash based on the Closing Amount plus one CVR per underlying share. After these transactions, the holdings reported here show zero remaining shares and options for Franklin.
XOMA Royalty Corporation was acquired by Ligand Pharmaceuticals Incorporated. Each share of common stock was converted into the right to receive $39.00 in cash plus one non-transferable contingent value right (CVR) per share, entitling holders to a portion of 75% of any net proceeds from specified pending litigation.
Before the merger’s effective time, all 8.625% Series A and 8.375% Series B Cumulative Perpetual Preferred Stock was redeemed, including accrued and unpaid dividends, and debt under a 2023 Loan Agreement was fully repaid and the facility terminated. XOMA Royalty’s common stock was halted and delisted from Nasdaq, with Form 25 and Form 15 filings to remove the listing and end SEC reporting. At a Special Meeting, stockholders approved the Merger Agreement with 15,924,106 votes for and 98,100 against, out of 17,678,742 shares outstanding as of the record date, and the board and officers were replaced by Ligand’s designees.
XOMA Royalty Corporation plans to redeem all outstanding preferred stock and align these actions with its pending acquisition by Ligand Pharmaceuticals. On July 14, 2026, XOMA will redeem its 8.625% Series A and 8.375% Series B preferred at $25.00 per share/depositary share plus accrued dividends, after paying quarterly dividends of $0.53906 per Series A share and $0.52344 per Series B depositary share on or about July 15, 2026. Following redemption, the preferred securities will no longer be outstanding or listed. XOMA also set July 13, 2026 as the record date for issuing one contingent value right per common share as additional merger consideration, while reiterating that the Ligand transaction is expected to close on or about July 14, 2026, subject to remaining conditions.
XOMA Royalty Corporation has agreed to be acquired by Ligand Pharmaceuticals through a merger. At the Effective Time, each outstanding XOMA Royalty share will convert into $39.00 in cash plus one contingent value right (CVR) tied to net proceeds from a pending Janssen litigation. The CVRs are non-transferable in most cases, may never pay and may have no value.
The transaction requires XOMA Royalty stockholder approval and a holding-company reorganization; a virtual Special Meeting is scheduled for July 13, 2026 (record date: June 5, 2026). The Board recommends votes FOR the merger, the holding company reorganization and related proposals. See the proxy for risks, tax consequences and treatment of warrants and equity awards.
WYSZOMIERSKI JACK L reported acquisition or exercise transactions in this Form 4 filing.
XOMA Royalty Corp director Jack L. Wyszomierski received an equity grant in the form of restricted stock units. He was awarded 3,586 RSUs, each representing one share of common stock at settlement. Following the grant, he directly holds 25,116 shares of common stock.
The 3,586 RSUs vest in equal monthly installments over 12 months from the grant date, conditioned on his continued service with the company. This compensation-related award is not an open-market purchase or sale but a stock-based incentive.
LIMBER JOSEPH M reported acquisition or exercise transactions in this Form 4 filing.
XOMA Royalty Corp director Joseph M. Limber received a grant of 3,586 restricted stock units (RSUs) of common stock at no purchase price. Each RSU represents one share of common stock and will vest in equal monthly installments over 12 months from the grant date, subject to his continued service.
Following the grant, Limber directly holds 12,820 shares of common stock. He also reports direct holdings of 10,000 shares of 8.625% Series A Cumulative Perpetual Preferred Stock and 20,000 Depositary Shares representing 8.375% Series B Cumulative stock.
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.