XOMA Royalty (XOMA) CEO Hughes Sells 717,975 Shares in Merger

What Happened

• Hughes Owen, CEO of XOMA Royalty Corp., disposed of a total of 717,975 shares on July 14, 2026 in connection with the company’s merger with Ligand (per the Merger Agreement). Pursuant to the merger, each XOMA share converted into $39.00 in cash plus a contingent value right (CVR). The cash component for 717,975 shares equals approximately $28,001,025 (before any required tax withholding).
• The Form 4 reports a mix of dispositions of common shares and derivative award cancellations/conversions (entries showing $0.00 reflect cancellation/conversion of awards/options into merger consideration under the agreement, rather than a typical open-market sale).

Key Details

• Transaction date: July 14, 2026 (Effective Time of the Merger).
• Transaction types/codes on the Form 4: D = Disposition to the issuer; J = Other acquisition/disposition. Several derivative-related entries showed $0.00 reflecting award/option cancellations exchanged per the Merger Agreement.
• Shares disposed (sum of reported entries): 717,975 shares.
• Cash consideration per share: $39.00; total cash ≈ $28,001,025 (plus CVRs as described in the Merger Agreement). Cash is subject to required tax withholding.
• Post-transaction holdings: Not specified in the provided Form 4 data.
• Footnotes: Dispositions and conversions were made pursuant to the Agreement and Plan of Merger (and related conversion mechanics for RSUs, PSUs, stock options and preferred stock described in footnotes F1–F8). Some awards/options were converted and cancelled with cash and CVR consideration per the Merger Agreement.
• Filing timeliness: Form 4 lists the same date for the transaction and the report (July 14, 2026), indicating a contemporaneous filing for the reported transaction date.

Context

• These were merger-driven dispositions/conversions under the Merger Agreement (not open-market sales). Many entries reflect cancellation/conversion of equity awards and options into the merger consideration (cash + CVR). Such corporate-transaction-driven dispositions are procedural outcomes of a sale/merger and should be viewed differently than voluntary open-market insider sales.