XOMA Royalty Holdings Corp 8-K

What Happened

• XOMA Royalty Holdings filed an 8-K reporting that XOMA Royalty Corporation's common stock stopped trading at 8:00 p.m. ET on July 13, 2026 and the Merger was consummated at 8:15 a.m. ET on July 14, 2026 following a holding company reorganization in which Holdings became the parent.
• Under the Merger Agreement (as amended), merger consideration consisted of $39.00 per share plus one contingent value right (CVR) per share. Holdings says the July 13, 2026 record date will not be used to determine entitlement to the CVRs; entitlement is determined as of the effective time of the Merger in accordance with the Contingent Value Rights Agreement dated July 14, 2026 (the “CVR Agreement”).

Key Details

• Merger consideration: $39.00 cash per share plus one CVR per share.
• Stock stopped trading: 8:00 p.m. ET on July 13, 2026; Merger effective: 8:15 a.m. ET on July 14, 2026.
• CVR Agreement dated July 14, 2026; CVR Trust (XOMA CVR Trust) is the sole obligor for CVR payments.
• CVRs are generally non-transferable, will not be listed or traded, and may have no value; Wilmington Trust, N.A. is the rights agent for inquiries.

Why It Matters

• Holders of XOMA Royalty common stock will receive the stated merger consideration (the $39.00 per share cash and the CVR) based on their holdings at the effective time of the Merger, not based on the previously announced July 13 record date.
• The CVRs provide contingent, potentially illiquid value: they are unlisted, largely non-transferable, and payment depends on the CVR Trust’s obligations—so investors should not assume market liquidity or guaranteed payout.
• This 8-K does not change the previously disclosed terms of the merger or the CVRs; it clarifies how entitlement is determined and directs CVR questions to Wilmington Trust.