X0609 4 2026-07-14 true 0000791908 XOMA Royalty Corp XOMA 0001454337 PERRY MATTHEW D false C/O XOMA ROYALTY CORPORATION 2200 POWELL STREET, SUITE 310 EMERYVILLE CA 94608 true false false false false Common Stock 2026-07-14 4 J false 24138 D 0 D Stock Option (Right to Buy) 4.67 2026-07-14 4 D false 15222 0 D 2027-03-02 Common Stock 15222 0 D Stock Option (Right to Buy) 25.16 2026-07-14 4 D false 5052 0 D 2028-05-17 Common Stock 5052 0 D Stock Option (Right to Buy) 15.59 2026-07-14 4 D false 8167 0 D 2029-05-16 Common Stock 8167 0 D Stock Option (Right to Buy) 21.27 2026-07-14 4 D false 6152 0 D 2030-05-20 Common Stock 6152 0 D Stock Option (Right to Buy) 31.04 2026-07-14 4 D false 5101 0 D 2031-05-19 Common Stock 5101 0 D Stock Option (Right to Buy) 17.86 2026-07-14 4 D false 8996 0 D 2032-05-18 Common Stock 8996 0 D Stock Option (Right to Buy) 21.39 2026-07-14 4 D false 10967 0 D 2033-05-17 Common Stock 10967 0 D Disposed 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. At 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"). At 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. At 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. As 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. /s/ Maricel Montano, as attorney-in-fact for Matthew Perry 2026-07-14