PERRY MATTHEW D 4
4 · XOMA Royalty Corp · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
XOMA Royalty (XOMA) Director Matthew D. Perry Disposes 83,795 Shares
What Happened
Director Matthew D. Perry recorded dispositions totaling 83,795 shares on July 14, 2026 in connection with XOMA Royalty’s merger with Ligand. The Form 4 lists multiple dispositions (codes D and J), many shown at $0.00 because they were derivative instruments (RSUs/options) that were cancelled or converted under the Merger Agreement. Under the merger terms, each issued share converted into the right to receive $39.00 per share in cash (the Closing Amount) plus contingent value rights (CVRs); certain in‑the‑money options also received a cash payment equal to the excess of the Closing Amount over the option exercise price plus CVRs.
Key Details
- Transaction date: July 14, 2026 (Effective Time of the Merger).
- Total shares disposed: 83,795 (sum of all listed dispositions).
- Consideration per share: $39.00 in cash plus one CVR per share (per Merger Agreement footnotes). The Form 4 shows $0.00 for several derivative line items because those entries reflect cancellation/conversion of RSUs/options rather than a cash trade price on the Form 4 line.
- Codes on Form 4: multiple D (Disposition to the issuer) and one J (other acquisition/disposition) entries.
- Shares owned after transaction: not specified on this Form 4.
- Footnotes: disposals occurred pursuant to the Agreement and Plan of Merger (April 27, 2026, amended May 16, 2026); RSUs became vested and converted to cash + CVRs; in‑the‑money options were cashed out (cash equal to difference × shares + CVRs); out‑of‑the‑money options were cancelled with no consideration per the agreement.
Context
This activity is merger‑related, not an open‑market sale: the dispositions reflect conversion/cancellation of equity awards and shares into the negotiated merger consideration (cash + CVRs). Such filings document how insider holdings were settled in the transaction; they are routine outcomes of a company sale and do not by themselves indicate the insider’s market timing or personal trading intent.
Insider Transaction Report
- Other
Common Stock
[F1][F2][F3]2026-07-14−24,138→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4][F5]2026-07-14−15,222→ 0 totalExercise: $4.67Exp: 2027-03-02→ Common Stock (15,222 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4][F5]2026-07-14−5,052→ 0 totalExercise: $25.16Exp: 2028-05-17→ Common Stock (5,052 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4][F5]2026-07-14−8,167→ 0 totalExercise: $15.59Exp: 2029-05-16→ Common Stock (8,167 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4][F5]2026-07-14−6,152→ 0 totalExercise: $21.27Exp: 2030-05-20→ Common Stock (6,152 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4][F5]2026-07-14−5,101→ 0 totalExercise: $31.04Exp: 2031-05-19→ Common Stock (5,101 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4][F5]2026-07-14−8,996→ 0 totalExercise: $17.86Exp: 2032-05-18→ Common Stock (8,996 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4][F5]2026-07-14−10,967→ 0 totalExercise: $21.39Exp: 2033-05-17→ Common Stock (10,967 underlying)
Footnotes (5)
- [F1]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.
- [F2]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").
- [F3]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.
- [F4]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.
- [F5]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.