Owen Hughes - 14 Jul 2026 Form 4 Insider Report for XOMA Royalty Corp (XOMA)

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: XOMA
Reported as of: 14 Jul 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 14 Jul 2026, 21:45:13 UTC
Prior SEC filing: 26 Jun 2026
Source filing: View source filing
Reporting owner signature: /s/ Maricel Montano, as attorney-in-fact for Owen Hughes

Key filing fact

Owen Hughes filed Form 4 for XOMA Royalty Corp (XOMA) on 14 Jul 2026.

Key facts

This page summarizes Owen Hughes's Form 4 filing for XOMA Royalty Corp (XOMA).
7 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 14 Jul 2026, 21:45.

Change

Previous filing in this sequence was filed on 26 Jun 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001575933 Primary reporting owner

Hughes Owen

Relationship: Chief Executive Officer, Director
Address: C/O XOMA ROYALTY CORPORATION, 2200 POWELL STREET, SUITE 310, EMERYVILLE
Signature: /s/ Maricel Montano, as attorney-in-fact for Owen Hughes
Signature date: 14 Jul 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

XOMA transaction

Common Stock

Other

Transaction value
Shares: -191,264
Change %: -100%
Price
Shares after: 0
Date: 14 Jul 2026
Ownership: Direct
Footnotes: F1, F2, F3

XOMA transaction

Common Stock

Other

Transaction value
Shares: -752
Change %: -100%
Price
Shares after: 0
Date: 14 Jul 2026
Ownership: By 401(k) Plan
Footnotes: F1, F2

XOMA transaction

Depositary Shares - 8.375% Series B Cumulative Stock

Disposed to Issuer

Transaction value
Shares: -102,000
Change %: -100%
Price
Shares after: 0
Date: 14 Jul 2026
Ownership: Direct
Footnotes: F1, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

XOMA transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -100,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Jul 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 100,000
Exercise price: $18.66
Footnotes: F1, F5, F6

XOMA transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -75,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Jul 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 75,000
Exercise price: $30.00
Footnotes: F1, F5, F6

XOMA transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value
Shares: -116,245
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Jul 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 116,245
Exercise price
Footnotes: F1, F7, F8

XOMA transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value
Shares: -132,714
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Jul 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 132,714
Exercise price
Footnotes: F1, F7, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Owen Hughes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

Disposed of pursuant to the Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger on May 16, 2026 (as amended, the "Merger Agreement"), by and among XOMA Royalty Corporation (the "Issuer"), Ligand Pharmaceuticals Incorporated ("Parent"), Flex Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), and XOMA Royalty Holdings Corporation ("HoldCo"). Pursuant to the Merger Agreement, on July 14, 2026, the Issuer effected a holding company reorganization, and Merger Sub merged with and into HoldCo (the "Merger"), with HoldCo surviving the Merger as a wholly-owned subsidiary of Parent. Unless context otherwise requires, all references in this Form 4 to the "Issuer" refer to HoldCo, which assumed all obligations of the Issuer under the Merger Agreement.

Footnote F2

At the time the Merger became effective (the "Effective Time"), pursuant to the Merger Agreement, each issued and outstanding share of common stock, par value $0.0075 per share, of the Issuer (the "Shares") (other than certain Shares cancelled pursuant to the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) automatically converted into the right to receive (i) $39.00 per Share in cash, without interest, and subject to deduction for any required withholding tax (the "Closing Amount"), plus (ii) an amount of contingent value rights (each, a "CVR") representing a right to receive certain contingent payments subject to and in accordance with the terms of the CVR Agreement (as defined in the Merger Agreement) (the Closing Amount plus CVR, the "Merger Consideration").

Footnote F3

At the Effective Time, pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") became fully vested and cancelled and converted into the right to receive (A) an amount in cash, without interest, and subject to deduction for any required withholding tax, equal to the product of (i) the number of Shares subject to such RSU and (ii) the Closing Amount, plus (B) one CVR for each Share subject to such RSU.

Footnote F4

Prior to the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share, of the Issuer (including the Depositary Shares) was redeemed by the Issuer in accordance with the terms of the certificate of designation governing such stock, including payment of all accrued and unpaid dividends thereon through the date of such redemption.

Footnote F5

At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, a "Company Stock Option") that had an exercise price per Share that was less than the sum of the Closing Amount and the fair market value of one CVR (each, a "Terminating Company Stock Option") became fully vested and was cancelled, and in exchange therefor, the holder received (i) an amount in cash, without interest, and subject to deduction for any required withholding taxes, equal to the product of (A) the excess of the Closing Amount over the exercise price per Share with respect to such Terminating Company Stock Option and (B) the number of Shares subject to such Terminating Company Stock Option, plus (ii) one CVR with respect to each Share subject to such Terminating Company Stock Option.

Footnote F6

As of immediately prior to the Effective Time, each Company Stock Option that did not constitute a Terminating Company Stock Option was cancelled and no consideration was delivered in exchange therefor.

Footnote F7

Immediately prior to the Effective Time, pursuant to the Merger Agreement, each outstanding performance stock unit award ("PSU") automatically converted into and was substituted with a restricted stock unit award (each, a "Converted PSU") with respect to a number of Shares equal to either (x) for each PSU granted on or after March 1, 2026, the excess of (A) 100% of the "Target Shares" (as the term "Target Shares" is defined and set forth in the applicable award agreement governing such PSU) underlying such PSU over (B) the number of "Target Shares" as to which, as of immediately prior to the Effective Time, the "Performance-Requirement" has been achieved, or (y) for each PSU granted prior to March 1, 2026, the excess of (A) the percentage of the "Target Shares" underlying such PSU as to which the "Performance-Requirement" would be satisfied if the "Closing Price" (as defined in the applicable award agreement governing such PSU) were equal to the Closing Amount over

Footnote F8

(Continued from footnote 7) (B) the number of "Target Shares" as to which, as of immediately prior to the Effective Time, the "Performance-Requirement" has been achieved. Immediately prior to the Effective Time, each Converted PSU was automatically cancelled and converted into the right to receive (A) an amount in cash, without interest, and subject to deduction for any required tax withholding, equal to the product of (i) the number of Shares subject to such Converted PSU and (ii) the Closing Amount, and (B) one CVR for each Share subject to such Converted PSU.