XOMA Royalty (XOMA) Director Barbara Kosacz Sells Shares in Merger

What Happened

• Director Barbara Kosacz recorded dispositions on July 14, 2026 tied to the closing of XOMA Royalty’s merger with Ligand Pharmaceuticals. The Form 4 shows eight derivative/issuer dispositions (including one “other” disposition) totaling 75,394 shares underlying RSUs/options. Under the merger agreement, each share converted into $39.00 in cash plus one contingent value right (CVR). That implies gross cash consideration of about $2,940,366 (subject to withholding) plus CVRs per share.

Key Details

• Transaction date: 2026-07-14 (Effective Time of the Merger)
• Reported dispositions: 6,269; 19,979; 8,167; 6,152; 5,101; 8,996; 10,967; 9,763 — total 75,394 shares/units.
• Stated price on Form 4 entries: $0.00 for the derivative cancellations (Form 4 reports these as dispositions to the issuer); the Merger Agreement provides $39.00 per share in cash plus CVRs.
• Total implied cash: ~ $2.94 million before withholding taxes; plus one CVR per share (contingent payments per CVR Agreement).
• Filing timeliness: Reported with Period of Report 2026-07-14 and filed 2026-07-14 (no late filing indicated).
• Footnotes: Dispositions were made pursuant to the Agreement and Plan of Merger (Apr 27, 2026, as amended). RSUs became vested and converted into cash + CVRs; certain in‑the‑money options were canceled for cash equal to the spread plus CVRs; out‑of‑the‑money options were canceled for no consideration.

Context

• These were not open‑market sales but merger-related conversions/cancellations: holders received the merger consideration (cash + CVRs) rather than selling shares on the market. For retail investors, merger-driven dispositions typically reflect transaction mechanics, not insider views about the company’s future performance.