KOZARICH JOHN W 4

What Happened

• John W. Kozarich, a director of Ligand Pharmaceuticals (LGND), exercised stock options and sold common shares in multiple transactions. On May 12 he exercised 459 options at $69.51 (cost $31,905) and sold those 459 shares at $224.00 for $102,816. On May 13 he exercised 1,575 options at $69.51 (cost $109,478) and sold those 1,575 shares at $223.50 for $352,013. In addition, on May 1 he sold smaller lots (80, 1, 165, 105 and 116 shares) at weighted‑average prices ranging roughly $227.16–$234.09 for total proceeds of about $108,251. Total disclosed sales = 2,501 shares for roughly $563,080; total option exercise cash paid ≈ $141,383.
• These transactions are primarily sales (routine monetization), not purchases.

Key Details

• Dates and prices:
  • May 1, 2026: multiple open‑market sales (80 @ $227.37; 1 @ $229.87; 165 @ $231.87; 105 @ $232.57; 116 @ $234.09). Weighted‑average prices reported; ranges given in footnotes.
  • May 12, 2026: exercised 459 options (code M) at $69.51 and sold 459 shares at $224.00.
  • May 13, 2026: exercised 1,575 options (M) at $69.51 and sold 1,575 shares at $223.50.
• Shares sold: 2,501. Proceeds from disclosed sales: ≈ $563,080. Options exercised (shares acquired): 2,034 for cash ≈ $141,383.
• Shares owned after transactions: not disclosed in the provided excerpt of the filing.
• Notable footnotes:
  • F1: Transactions made under a written Rule 10b5‑1 trading plan adopted March 7, 2025.
  • F2–F5: Several May 1 sales reported as weighted‑average prices; per‑trade price ranges are in the footnotes.
  • F6: The exercised option was a prior grant (original grant vests/adjustments noted due to corporate separation).
• Timeliness: Form 4 filed May 14, 2026 reporting trades on May 1, 12 and 13. The May 1 sale appears reported after the typical two‑business‑day Form 4 deadline; trades on May 12–13 were filed within a shorter interval. (Filing timeliness is based on calendar dates shown.)

Context

• These filings show option exercises followed by immediate sales of the resulting shares (a cashless or sell‑to‑cover pattern). The Form 4 includes both the exercise (code M) and the open‑market sales (code S).
• The presence of a Rule 10b5‑1 plan (F1) indicates the sales were made under a pre‑arranged trading plan, which is commonly used to avoid questions about trading on material nonpublic information and is often considered routine.