PERRY MATTHEW D 4

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.