BVF group boosts XOMA (XOMA) ownership to 43.3% after Series X share conversion

Rhea-AI Filing Summary

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.

Insights

Equity ownership & activism analyst

BVF-affiliated investors now control 43.3% of XOMA’s common stock after converting preferred shares.

The filing shows BVF Partners and related funds consolidating a large common equity position through the Series X Conversion at $4.03 per share. Aggregate beneficial ownership reaches 7,593,303 shares, representing 43.3% of XOMA’s outstanding common stock on the adjusted base.

The denominator combines 12,541,030 shares outstanding as of May 7, 2026 and 5,003,000 conversion shares. This significantly concentrates voting power but remains a disclosure of ownership rather than a new financing event. Subsequent company filings may further describe any strategic implications of this stake.

Key Figures

Total BVF group holdings: 7,593,303 shares BVF group ownership percentage: 43.3% Conversion price: $4.03 per share +5 more

8 metrics

Total BVF group holdings 7,593,303 shares Aggregate shares beneficially owned after Series X Conversion

BVF group ownership percentage 43.3% Percent of XOMA common stock outstanding on adjusted base

Conversion price $4.03 per share Series X Preferred Stock converted into common stock

BVF direct holdings 3,635,758 shares BVF beneficial ownership, 20.7% of shares outstanding

BVF2 direct holdings 2,773,545 shares BVF2 beneficial ownership, 15.8% of shares outstanding

Trading Fund OS holdings 412,000 shares Biotechnology Value Trading Fund OS, 2.3% of shares outstanding

Shares outstanding base 12,541,030 shares XOMA shares outstanding as of May 7, 2026

Total conversion shares 5,003,000 shares Common shares received in Series X Conversion

Key Terms

Series X Conversion, Beneficial Ownership Limitation, Partners Managed Accounts, open market transactions, +2 more

6 terms

Series X Conversion financial

"Pursuant to the Series X Conversion, BVF converted 2,313 Series X Preferred Stock for 2,313,000 Shares"

Beneficial Ownership Limitation financial

"increase the Series X Beneficial Ownership Limitation to 45% of the Issuer's outstanding Shares"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Partners Managed Accounts financial

"772,000 Shares were held in the Partners Managed Accounts, representing percentage ownership"

open market transactions financial

"were purchased with working capital ... in open market transactions, except as otherwise noted"

Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

beneficially owned financial

"BVF beneficially owned 3,635,758 Shares, representing percentage ownership of approximately 20.7%"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D financial

"previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

XOMA Royalty Corp

(Name of Issuer)

Common Stock, $0.0075 par value

(Title of Class of Securities)

98419J206

(CUSIP Number)

JAMES KRATKY
BVF PARTNERS L.P., 44 Montgomery St., 40th Floor
San Francisco, CA, 94104
415-525-8830

KENNETH A. SCHLESINGER, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BIOTECHNOLOGY VALUE FUND L P

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,635,758.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,635,758.00

11

Aggregate amount beneficially owned by each reporting person

3,635,758.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF I GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,635,758.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,635,758.00

11

Aggregate amount beneficially owned by each reporting person

3,635,758.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BIOTECHNOLOGY VALUE FUND II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,773,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,773,545.00

11

Aggregate amount beneficially owned by each reporting person

2,773,545.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF II GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,773,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,773,545.00

11

Aggregate amount beneficially owned by each reporting person

2,773,545.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

Biotechnology Value Trading Fund OS LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 412,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 412,000.00

11

Aggregate amount beneficially owned by each reporting person

412,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF Partners OS Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 412,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 412,000.00

11

Aggregate amount beneficially owned by each reporting person

412,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF GP HOLDINGS LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,409,303.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,409,303.00

11

Aggregate amount beneficially owned by each reporting person

6,409,303.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF PARTNERS L P/IL

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,593,303.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,593,303.00

11

Aggregate amount beneficially owned by each reporting person

7,593,303.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.3 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF INC/IL

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,593,303.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,593,303.00

11

Aggregate amount beneficially owned by each reporting person

7,593,303.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

LAMPERT MARK N

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,593,303.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,593,303.00

11

Aggregate amount beneficially owned by each reporting person

7,593,303.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0075 par value
(b)	Name of Issuer: XOMA Royalty Corp
(c)	Address of Issuer's Principal Executive Offices: 2200 POWELL STREET, SUITE 310, EMERYVILLE, CALIFORNIA , 94608.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Reporting Persons and the Partners Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions, except as otherwise noted. The aggregate purchase price of the 3,635,758 Shares owned directly by BVF, of which 2,313,000 Shares were acquired pursuant to the Series X Conversion (as defined below), is approximately $20,473,088, including brokerage commissions. The aggregate purchase price of the 2,773,545 Shares owned directly by BVF2, of which 1,506,000 Shares were acquired pursuant to the Series X Conversion, is approximately $18,880,985, including brokerage commissions. The aggregate purchase price of the 412,000 Shares owned directly by Trading Fund OS, all of which were acquired pursuant to the Series X Conversion, is approximately $1,660,360. The aggregate purchase price of the 772,000 Shares held in the Partners Managed Accounts, all of which were acquired pursuant to the Series X Conversion, is approximately $3,111,160.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On May 14, 2026, pursuant to and in connection with the entry into the Support Agreements (as defined and described in Amendment No. 13 to the Schedule 13D), the Issuer waived the 61 day notice requirement to increase the Series X Beneficial Ownership Limitation (as defined and described in Amendment No. 13 to the Schedule 13D), the Reporting Persons delivered a notice to increase the Series X Beneficial Ownership Limitation to 45% of the Issuer's outstanding Shares, and the Reporting Persons delivered conversion notices to convert all the Series X Preferred Stock held by them and the Partners Managed Accounts for Shares at a conversion price of $4.03 per Share (the "Series X Conversion"). Pursuant to the Series X Conversion, BVF converted 2,313 Series X Preferred Stock for 2,313,000 Shares, BVF2 converted 1,506 Series X Preferred Stock for 1,506,000 Shares, Trading Fund OS converted 412 Series X Preferred Stock for 412,000 Shares and the Partners Managed Accounts converted 772 Series X Preferred Stock for 772,000 Shares.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator that is the sum of: (i) 12,541,030 Shares outstanding as of May 7, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026, and (ii) 5,003,000 shares received by the Reporting Persons and the Partners Managed Accounts pursuant to the Series X Conversion. As of the date hereof, (i) BVF beneficially owned 3,635,758 Shares, representing percentage ownership of approximately 20.7% of the Shares outstanding, (ii) BVF2 beneficially owned 2,773,545 Shares, representing percentage ownership of approximately 15.8% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 412,000 Shares, representing percentage ownership of approximately 2.3% of the Shares outstanding, and (iv) 772,000 Shares were held in the Partners Managed Accounts, representing percentage ownership of approximately 4.4% of the Shares outstanding. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,635,758 Shares beneficially owned by BVF, representing percentage ownership of approximately 20.7% of the Shares outstanding. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,773,545 Shares beneficially owned by BVF2, representing percentage ownership of approximately 15.8% of the Shares outstanding. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own 412,000 Shares, representing percentage ownership of 2.3% of the Shares outstanding. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 6,409,303 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 36.5% of the Shares outstanding. Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Accounts may be deemed to beneficially own the 7,593,303 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts, representing percentage ownership of approximately 43.3% of the Shares outstanding. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 7,593,303 Shares beneficially owned by Partners, representing percentage ownership of approximately 43.3% of the Shares outstanding. Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 7,593,303 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 43.3% of the Shares outstanding. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts.
(c)	Item 5(c) is hereby amended to add the following: Other than the Series X Conversion, the Reporting Persons have not transacted in the securities of the Issuer since the filing of Amendment No. 13 to the Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BIOTECHNOLOGY VALUE FUND L P

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

BVF I GP LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

BIOTECHNOLOGY VALUE FUND II LP

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

BVF II GP LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

Biotechnology Value Trading Fund OS LP

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

BVF Partners OS Ltd.

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

BVF GP HOLDINGS LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

BVF PARTNERS L P/IL

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

BVF INC/IL

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	05/18/2026

LAMPERT MARK N

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert
Date:	05/18/2026

FAQ

What percentage of XOMA (XOMA) does BVF Partners now beneficially own?

BVF Partners and affiliated entities report beneficial ownership of approximately 43.3% of XOMA’s outstanding common shares. This reflects 7,593,303 shares, based on 12,541,030 shares outstanding as of May 7, 2026 plus 5,003,000 shares issued in the Series X Conversion.

How many XOMA (XOMA) shares does each BVF fund hold after the Series X Conversion?

BVF holds 3,635,758 shares, BVF2 holds 2,773,545 shares, and Biotechnology Value Trading Fund OS holds 412,000 shares. Partners Managed Accounts hold 772,000 shares. Each of these positions was recalculated after converting Series X Preferred Stock into common shares.

What is the Series X Conversion mentioned in the XOMA (XOMA) Schedule 13D/A?

The Series X Conversion is the conversion of Series X Preferred Stock into XOMA common shares at $4.03 per share. BVF-affiliated entities converted an aggregate 5,003,000 shares of common stock equivalent, materially increasing their common equity stake in the company.

How was the XOMA (XOMA) ownership percentage of BVF entities calculated?

Ownership percentages use a denominator of 17,544,030 shares, combining 12,541,030 shares outstanding as of May 7, 2026 and 5,003,000 shares issued in the Series X Conversion. BVF Partners and related entities collectively report beneficial ownership of 7,593,303 shares, or roughly 43.3% of this total.

How much has BVF invested in its XOMA (XOMA) common stock position?

BVF entities disclose aggregate purchase prices of about $20.47 million for BVF, $18.88 million for BVF2, and $1.66 million for Trading Fund OS, plus $3.11 million in partners’ managed accounts. These figures include brokerage commissions and cover both open-market and conversion-related purchases.

Did BVF entities make other recent XOMA (XOMA) trades besides the Series X Conversion?

The filing states that, other than the Series X Conversion, the reporting persons have not transacted in XOMA securities since Amendment No. 13. This indicates the main recent change in their position comes from converting Series X Preferred Stock into common shares.