Hughes Owen's Form 4 filing
XOMA Royalty Corp (XOMA) · filed Jul 14, 2026
- Accession no.
- 0001193125-26-303725
- Filed
- Jul 14, 2026, 9:45 PM ET
- Trade date
- Jul 14, 2026
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 4 derivative transactions. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Hughes OwenCIK 0001575933 | Director, Officer (Chief Executive Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 14, 2026 | Common Stock | JOtherDisposed | −191,264 | –F1,F2,F3 | – | 0 | Direct | |
| Jul 14, 2026 | Common Stock | JOtherDisposed | −752 | –F1,F2 | – | 0 | Indirect | |
| Jul 14, 2026 | Depositary Shares - 8.375% Series B Cumulative Stock | DReturned to the companyDisposed | −102,000 | –F1,F4 | – | 0 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 14, 2026 | Common Stock | DReturned to the companyDisposed | −100,000 | $0.00 | $0 | 0 | Direct | |
| Jul 14, 2026 | Common Stock | DReturned to the companyDisposed | −75,000 | $0.00 | $0 | 0 | Direct | |
| Jul 14, 2026 | Common Stock | DReturned to the companyDisposed | −116,245 | $0.00 | $0 | 0 | Direct | |
| Jul 14, 2026 | Common Stock | DReturned to the companyDisposed | −132,714 | $0.00 | $0 | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 3 transactions in Table I.
- 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").
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table I.