XOMA (XOMA) BVF Partners L.P. Sells 7.59M Shares in Merger

What Happened

• BVF Partners L.P. (part of a BVF Section 13(d) group and a >10% holder) reported dispositions on Form 4 related to the July 14, 2026 merger of XOMA Royalty Corp. The filing lists four dispositions totaling 7,593,303 shares (3,635,758; 2,773,545; 412,000; 772,000).
• Although the transaction entries show price as "N/A", the Form 4 footnote states each XOMA share was exchanged for $39.00 in cash plus contingent value rights (CVRs) under the Merger Agreement — implying cash proceeds of about $296.1 million (7,593,303 × $39) plus any future CVR payments.
• This was a disposition tied to a change of control (merger), not an open-market sale or a voluntary purchase; it reflects the merger consideration paid to shareholders.

Key Details

• Transaction date: July 14, 2026 (effective date of the merger). Form 4 filed: July 16, 2026 (timely within filing window).
• Reported disposals: 3,635,758; 2,773,545; 412,000; and 772,000 shares — total 7,593,303 shares.
• Consideration per share (per footnote): $39.00 cash + contingent value rights (CVRs). Approximate cash proceeds: $296.1 million.
• Reporting group: Filing is joint by multiple BVF-related entities and Mark N. Lampert (see footnote F1). They are a Section 13(d) group that collectively owned >10% of XOMA. These are institutional holdings; beneficiaries disclaim direct beneficial ownership except for pecuniary interest.
• Filing shows transaction code "U" (disposition due to change in control). No late filing indicated.

Context

• The disposals occurred because Ligand Pharmaceuticals acquired XOMA under an Agreement and Plan of Merger (April 27, 2026, as amended), effective July 14, 2026 (see footnote F2). Shareholders received merger consideration rather than executing individual trades.
• For retail investors: this is an institutional sale tied to a corporate acquisition and reflects merger consideration paid to a major holder, not a typical insider directional trade. The CVRs could offer additional future payments depending on specified contingencies.