XOMA Royalty Corporation SEC Filings

BVF Partners L.P. and affiliated funds filed Amendment No. 15 to their Schedule 13D for XOMA Royalty Corp, reporting that they no longer beneficially own any shares of the company. This change follows completion of a merger in which Flex Merger Sub, Inc., a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, merged with XOMA Royalty Holdings Corporation, leaving the XOMA holding company as a wholly owned subsidiary of Ligand.

Under the merger agreement, each XOMA common share was automatically converted into the right to receive $39.00 per share in cash plus contingent value rights representing potential future cash payments. As of July 14, 2026, the reporting persons’ beneficial ownership fell to 0 shares, or 0% of the outstanding class, and they ceased to be beneficial owners of more than 5% of XOMA’s shares.

XOMA Royalty Corp is removing a class of its securities from Nasdaq listing and registration under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq filed Form 25 covering depositary shares representing the company’s Series B 8.375% cumulative preferred stock and 8.625% Series A cumulative perpetual preferred stock.

The filing states that Nasdaq has complied with its rules to strike this class from listing and that the issuer has complied with the exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) governing voluntary withdrawal of the class from listing and registration.

XOMA Royalty Corp is having its common stock removed from listing and/or registration on the Nasdaq Stock Market under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq certifies it has complied with its rules and 17 CFR 240.12d2-2(b) to strike this class of securities. The issuer has also complied with exchange rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal of the common stock from listing and registration.

Montano Maricel Perea reported disposition transactions in this Form 4 filing.

XOMA Royalty Corp’s Chief Legal Officer, Maricel Perea Montano, reported equity changes tied to its merger with Ligand Pharmaceuticals. Common stock totaling 42,371 shares (42,306 held directly and 65 via a 401(k) plan) was reclassified in a holding company reorganization, and she now reports no common share holdings. In connection with the same Merger Agreement, 11,316 and 37,074 performance stock units were cancelled and converted into the right to receive $39.00 in cash per underlying share plus contingent value rights.

XOMA Royalty Corp director Joseph M. Limber reported the disposition of all his reported securities in connection with a merger involving Ligand Pharmaceuticals. His 9,532 common shares converted into the right to receive $39.00 per share in cash plus contingent value rights, while 8.625% Series A and 8.375% Series B preferred shares were redeemed. Multiple stock option grants were either exchanged for cash plus CVRs or canceled with no consideration under the Merger Agreement, leaving him with no remaining XOMA holdings.

XOMA Royalty Corp director Barbara Kosacz reported equity changes tied to the July 14, 2026 merger with Ligand Pharmaceuticals. Her 6,269 common shares were converted into the right to receive merger consideration that includes $39.00 per share in cash and contingent value rights, as described in the merger agreement. In addition, multiple stock options with exercise prices such as $24.7100, $21.3900, $17.8600, $31.0400, $21.2700, $15.5900 and $12.6500 per share were cancelled and disposed of to the issuer in connection with the transaction. After these actions, the report shows she directly holds no common shares or listed stock options.

WYSZOMIERSKI JACK L reported disposition transactions in this Form 4 filing.

XOMA Royalty Corp director Jack L. Wyszomierski reported the conversion of 21,828 common shares in connection with XOMA's merger with Ligand Pharmaceuticals. Each share converted into the right to receive $39.00 in cash plus contingent value rights, and all reported stock options were cancelled under the merger agreement, leaving him with 0 XOMA common shares or options.

Owen Hughes, Chief Executive Officer of XOMA Royalty Corp, reported multiple equity dispositions associated with the completion of XOMA’s merger with Ligand Pharmaceuticals. He disposed of 102,000 depositary shares of 8.375% Series B cumulative preferred stock, common stock positions, performance stock units and stock options back to the issuer, leaving no reported XOMA holdings in these securities after July 14, 2026. Under the merger terms, each common share converted into the right to receive $39.00 in cash plus contingent value rights, while preferred shares were redeemed with accrued and unpaid dividends and equity awards were either cashed out or cancelled in exchange for cash and contingent value rights.

Natasha Hernday, a director of XOMA Royalty Corp, reported dispositions and restructuring of her equity in connection with XOMA’s merger with Ligand Pharmaceuticals. She reported the disposition of 4,000 shares of 8.625% Series A Cumulative Perpetual Preferred Stock and a restructuring transaction involving 9,304 common shares, after which she reported holding zero common shares and preferred shares. She also reported issuer dispositions of multiple stock options covering tens of thousands of underlying common shares. Under the merger terms, each common share generally converted into the right to receive $39.00 in cash per share plus contingent value rights, while preferred shares were redeemed with accrued dividends and certain stock options were either cashed out for cash plus contingent value rights or cancelled with no consideration.