SEC Form 4 · accession 0001193125-26-303723

XOMA Royalty Corp · XOMA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Natasha Hernday

Director

Period of report

Jul 14, 2026

Accepted (ET)

Jul 14, 2026 · 9:45 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0000791908

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Jul 14, 2026	J	9,304	—	D	0	D
8.625% Series A Cumulative Perpetual Preferred Stock^F1,F4	Jul 14, 2026	D	4,000	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F1,F5,F6	$19.76	Jul 14, 2026	D	13,251	D	—	Jun 30, 2030	Common Stock	13,251	D
Stock Option (Right to Buy)^F1,F5,F6	$31.04	Jul 14, 2026	D	5,101	D	—	May 19, 2031	Common Stock	5,101	D
Stock Option (Right to Buy)^F1,F5,F6	$17.86	Jul 14, 2026	D	8,996	D	—	May 18, 2032	Common Stock	8,996	D
Stock Option (Right to Buy)^F1,F5,F6	$21.39	Jul 14, 2026	D	10,967	D	—	May 17, 2033	Common Stock	10,967	D
Stock Option (Right to Buy)^F1,F5,F6	$24.71	Jul 14, 2026	D	4,881	D	—	May 15, 2034	Common Stock	4,881	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger on May 16, 2026 (as amended, the "Merger Agreement"), by and among XOMA Royalty Corporation (the "Issuer"), Ligand Pharmaceuticals Incorporated ("Parent"), Flex Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), and XOMA Royalty Holdings Corporation ("HoldCo"). Pursuant to the Merger Agreement, on July 14, 2026, the Issuer effected a holding company reorganization, and Merger Sub merged with and into HoldCo (the "Merger"), with HoldCo surviving the Merger as a wholly-owned subsidiary of Parent. Unless context otherwise requires, all references in this Form 4 to the "Issuer" refer to HoldCo, which assumed all obligations of the Issuer under the Merger Agreement.
F2At the time the Merger became effective (the "Effective Time"), pursuant to the Merger Agreement, each issued and outstanding share of common stock, par value $0.0075 per share, of the Issuer (the "Shares") (other than certain Shares cancelled pursuant to the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) automatically converted into the right to receive (i) $39.00 per Share in cash, without interest, and subject to deduction for any required withholding tax (the "Closing Amount"), plus (ii) an amount of contingent value rights (each, a "CVR") representing a right to receive certain contingent payments subject to and in accordance with the terms of the CVR Agreement (as defined in the Merger Agreement) (the Closing Amount plus CVR, the "Merger Consideration").
F3At the Effective Time, pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") became fully vested and cancelled and converted into the right to receive (A) an amount in cash, without interest, and subject to deduction for any required withholding tax, equal to the product of (i) the number of Shares subject to such RSU and (ii) the Closing Amount, plus (B) one CVR for each Share subject to such RSU.
F4Prior to the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share, of the Issuer was redeemed by the Issuer in accordance with the terms of the certificate of designation governing such stock, including payment of all accrued and unpaid dividends thereon through the date of such redemption.
F5At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, a "Company Stock Option") that had an exercise price per Share that was less than the sum of the Closing Amount and the fair market value of one CVR (each, a "Terminating Company Stock Option") became fully vested and was cancelled, and in exchange therefor, the holder received (i) an amount in cash, without interest, and subject to deduction for any required withholding taxes, equal to the product of (A) the excess of the Closing Amount over the exercise price per Share with respect to such Terminating Company Stock Option and (B) the number of Shares subject to such Terminating Company Stock Option, plus (ii) one CVR with respect to each Share subject to such Terminating Company Stock Option.
F6As of immediately prior to the Effective Time, each Company Stock Option that did not constitute a Terminating Company Stock Option was cancelled and no consideration was delivered in exchange therefor.