Results of Operations and Financial Condition. On August 6, 2026, Ligand Pharmaceuticals Incorporated (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2026. A copy of this press release is furnished herewith as Exhibit 99.1 to this report. In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On July 14, 2026, Ligand Pharmaceuticals Incorporated, a Delaware corporation (the “ Company ”), completed its previously announced merger pursuant to the terms of that certain Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated May 16, 2026 (as amended, the “ Merger Agreement ”), by and among the Company, XOMA Royalty Corporation, a Nevada corporation (“ XOMA Royalty ”), Flex…

Unless the context otherwise requires, all references in this Current Report on Form 8-K to “XOMA Royalty” refers to HoldCo. Following the Holding Company Reorganization, HoldCo assumed all obligations of XOMA Royalty under the Merger Agreement. On July 14, 2026, the Company consummated the previously announced Merger with HoldCo in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement, XOMA Royalty effected the Holding Company Reorganization (as defined below) p…

Unregistered Sale of Equity Securities. The information set forth under

Other Events. On June 22, 2026, the Company issued a press release announcing the pricing of its offering of $700.0 million aggregate principal amount of Notes, including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million aggregate principal amount of Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release announcing the pricing of the offering is attached here…

Entry into a Material Definitive Agreement. On June 25, 2026, Ligand Pharmaceuticals Incorporated (the “ Company ”) completed its previously announced private offering of $700.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “ Notes ”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to an indenture, dated June 25, 2026 (the “ I…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Other Events. On June 22, 2026, the Company issued a press release announcing the proposed offering of $550 million aggregate principal amount of convertible senior notes due 2031 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also announced its intent to grant the initial purchasers of the Notes an option to purchase…

Entry into a Material Definitive Agreement. In connection with the Offering (as defined below), on June 22, 2026, Ligand Pharmaceuticals Incorporated (the “Company”), as borrower, entered into a Consent and Fourth Amendment to Credit Agreement (the “Fourth Amendment”) with certain of the Company’s subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent (as defined therein), which amends that certain Credit A…

The filing pertains to the approval of an amendment and restatement of the Company’s stock incentive plan.

Entry into a Material Definitive Agreement. As previously disclosed, on April 27, 2026, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Ligand, XOMA Royalty Corporation, a Nevada corporation (“ XOMA Royalty ”), and Flex Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Ligand (“ Merger Sub ”), pursuant to which, and upon the terms and subject to the conditions th…

Results of Operations and Financial Condition. On May 7, 2026, Ligand Pharmaceuticals Incorporated (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of this press release is furnished herewith as Exhibit 99.1 to this report. In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Secur…

Termination of a Material Definitive Agreement. On April 24, 2026, Ligand Pharmaceuticals Incorporated (the “Company”) delivered written notice to Viking Therapeutics, Inc. (“Viking”) of termination of the TR-Beta Program (the “Termination Notice”) under that certain Master License Agreement, dated May 21, 2014, by and among the Company, Metabasis Therapeutics, Inc. and Viking, as amended by the First Amendment dated September 6, 2014, the Second Amendment dated April 8, 2015, and the Waiver,…

Entry into a Material Definitive Agreement. On April 27, 2026, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Ligand, XOMA Royalty Corporation, a Nevada corporation (“ XOMA Royalty ”), and Flex Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Ligand (“ Merger Sub ”), pursuant to which, and upon the terms and subject to the conditions thereof, including, without…

Other Events. On April 27, 2026, Ligand and Xoma Royalty issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. Also, on April 27, 2026, the investor presentation attached hereto as Exhibit 99.2 was disseminated in connection with the announcement of the Merger Agreement and is incorporated herein by reference. Additional Information and Where to Find It In connection with the…

Results of Operations and Financial Condition. On February 26. 2026, Ligand Pharmaceuticals Incorporated (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2025. A copy of this press release is furnished herewith as Exhibit 99.1 to this report. In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Sec…

Regulation FD Disclosure. On December 18, 2025, Ligand Pharmaceuticals Incorporated (“Ligand”) posted materials regarding its private placement investment in Athira Pharma, Inc. on its investor relations page and certain of its social media accounts. Ligand announces material information to the public through filings with the Securities and Exchange Commission, the investor relations page on Ligand’s website, available at https://www.ligand.com/, press releases, public conference calls, webca…

Results of Operations and Financial Condition. On November 6, 2025, Ligand Pharmaceuticals Incorporated (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of this press release is furnished herewith as Exhibit 99.1 to this report. In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Secti…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Entry into a Material Definitive Agreement. On September 12, 2025, Ligand Pharmaceuticals Incorporated (the “Company”), as borrower, entered into a Third Amendment to Credit Agreement (the “Third Amendment”) with certain of the Company’s subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent (as defined therein), which amends that certain Credit Agreement, dated as of October 12, 2023, by and among the Comp…

Entry into a Material Definitive Agreement. On August 14, 2025, Ligand Pharmaceuticals Incorporated (the “ Company ”) completed its previously announced private offering of $460.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “ Notes ”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $60.0 million aggregate principal amount of Notes. The Notes were issued pursuant to an indenture, dated August 14, 2025 (the…

Unregistered Sales of Equity Securities. The information set forth under

Other Events. On August 11, 2025, the Company issued a press release announcing the pricing of its offering of $400.0 million aggregate principal amount of Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On August 14, 2025, the Company issued a press release announcing the closing of its of…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under