XOMA (XOMA) Director Heather L. Franklin Sells 53,277 Shares in Merger

What Happened

• Heather L. Franklin, a director of XOMA Royalty Corp, disposed of a total of 53,277 shares/units on July 14, 2026 as part of XOMA’s merger with Ligand Pharmaceuticals. The Form 4 shows multiple disposition entries (one marked “J” and four marked “D”) recorded at $0.00 because they reflect cancellations of equity awards/derivative instruments. Under the Merger Agreement, each issued and outstanding share converted into $39.00 in cash plus one contingent value right (CVR). The cash component for 53,277 shares is about $2,077,803 (before any required tax withholding), plus the CVRs per the CVR Agreement.

Key Details

• Transaction date: 2026-07-14; filing date: 2026-07-14 (timely).
• Reported line items: one “Other acquisition or disposition (J)” for 6,269 shares and four “Disposition to the issuer (D)” line items totaling 46,008 shares (17,282 + 8,996 + 10,967 + 9,763) — combined = 53,277 shares.
• Price on Form 4: $0.00 for the derivative cancellations; Merger consideration: $39.00 per share in cash plus CVRs (per footnote).
• Shares owned after transaction: not specified in the filing.
• Notable footnotes: dispositions were made pursuant to the Agreement and Plan of Merger (effective July 14, 2026). RSUs became vested and cancelled for cash + CVRs; in‑the‑money options were cashed out for the difference + CVRs; out‑of‑the‑money options were cancelled for no consideration (see footnotes F1–F5). Cash amounts are subject to withholding.

Context

• These were merger-related conversions/cancellations of stock and equity awards, not open‑market sales — a routine corporate-transaction outcome rather than a director signaling a buy/sell opinion.
• The Form 4 reports $0 for certain derivative items because they reflect cancellation/settlement mechanics; the actual economic consideration was the merger cash payment plus CVRs as described above.