Davis Todd C 4

What Happened

• Todd C. Davis, CEO of Ligand Pharmaceuticals (LGND), received stock awards that settled into 60,426 shares (two awards: 20,782 and 39,644 shares) at $0.00 per share on Feb 14, 2026.
• To satisfy tax liabilities, the issuer withheld a total of 32,877 shares (disposed) at $183.83 per share, generating cash values of $1,503,362 and $2,867,748 on Feb 14 and $374,829, $782,197, and $515,643 on Feb 15 — a total withholding of $6,043,779.
• Net shares retained by Davis from these settlements = 60,426 awarded − 32,877 withheld = 27,549 shares. These transactions reflect award vesting and tax-withholding, not open-market selling for investment purposes.

Key Details

• Transaction dates & prices:
  • Awards: 20,782 and 39,644 shares granted on 2026-02-14 at $0.00 (award/settlement).
  • Withholdings (tax payment): 8,178; 15,600 (both 2026-02-14) and 2,039; 4,255; 2,805 (all 2026-02-15) at $183.83 per share.
  • Total tax-withheld value: $6,043,779.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes:
  • F1 = shares issued upon vesting/certification of performance stock units (PSUs).
  • F2 = shares withheld by the issuer to pay tax liabilities from PSUs.
  • F3 = shares withheld by the issuer to pay tax liabilities from restricted stock units (RSUs).
• Filing timeliness: Form filed 2026-02-18 for transactions on 2026-02-14 and 2026-02-15 — appears later than the typical Form 4 two-business-day filing window.

Context

• These entries reflect settlement of equity awards (PSUs/RSUs) with the company withholding shares to cover taxes — a routine, administrative disposal (code F) rather than an open-market sale by the insider.
• For retail investors, award vesting signals compensation realization by an insider but withholding for taxes is common and does not necessarily signal a change in the insider’s view of the company.