8-K current report · filed Jun 12, 2026

XOMA Royalty Corp (XOMA) 8-K Current Report: June 12, 2026

Item 7.01Item 8.01Item EX-99.1XOMA overview

Short answer

XOMA Royalty Corp (XOMA) filed an 8-K current report with the SEC on June 12, 2026 reporting Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). HoldCo acquisition by Ligand expected to close around July 14, 2026.

XOMA Royalty Corp 8-K event analysis

AI summary of each reported item and its exhibits

Item 7.01 · Regulation FD Disclosure

  • HoldCo acquisition by Ligand expected to close around July 14, 2026
  • Closing remains conditional on satisfying or waiving remaining Merger Agreement conditions
  • Transaction timing provides shareholders a near-term expected closing date, but execution risk remains until completion

Item 8.01 · Other Events

  • Definitive proxy statement filed June 10, 2026 for stockholder vote on Ligand’s proposed acquisition of HoldCo
  • Transaction remains subject to Company stockholder approval and necessary regulatory approvals
  • Closing timing remains uncertain, with potential for competing offers or failure to complete the acquisition
  • Investors should review the definitive proxy for transaction terms and participant interests before voting
  • Key risks include transaction costs, litigation, integration challenges, and disruption to management and operations

Item EX-99.1 · Exhibit EX-99.1

  • Preferred dividends declared: $0.53906 per Series A share and $0.52344 per Series B depositary share, payable July 15, 2026
  • All preferred stock redeemed July 14, 2026 at $25.00 per share, ending future dividend accrual
  • Redemption tied to pending Ligand acquisition, making closing conditions and timing key investor risks
  • Common shareholders of record July 13, 2026 receive one CVR per share at merger closing
  • CVRs provide contingent payments tied to a 75% interest in XOMA Royalty LLC and Janssen Litigation proceeds

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