of the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2026 is incorporated herein by reference. Holding Company Reorganization Prior to the Effective Time, the Company effected a holding company reorganization (the “ Holding Company Reorganization ”) pursuant to NRS Chapter 92A, whereby (i) XRH Merger Sub, Corp., a Nevada corporation and a direct, wholly owned subsidiary of HoldCo, merged with and into the Company, with the Company surviving as a direct, wholly owned sub…

Jack L. Wyszomierski, Heather L. Franklin, Natasha Hernday, Owen Hughes, Barbara Kosacz, Joseph M. Limber, Matthew Perry: Multiple directors resigned as part of a Merger Agreement.

In connection with the Closing of the Merger, the Company (i) notified The Nasdaq Global Market (“ Nasdaq ”) that the Merger was consummated and (ii) requested that Nasdaq (A) halt trading of and delist the Shares effective before the opening of trading on July 14, 2026, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). T…

Changes in Control of Registrant. The information contained in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this

On July 14, 2026, the Company consummated the previously announced Merger with Parent in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement, the Company effected the Holding Company Reorganization (as defined below) and the Merger. The Merger Pursuant to the Merger Agreement, at the time the Merger became effective (the “ Effective Time ”), each share of common stock, par value $0.0075 per share, of the Company (the “ Shares ”) issued and outstanding immediate…

Termination of a Material Definitive Agreement. On July 14, 2026, in connection with the Merger, XRL 1 LLC, a wholly owned subsidiary of the Company (“ XRL 1 LLC ”), as borrower, terminated, and Parent paid or caused to be paid, on behalf of the Company, all amounts necessary to pay and fully discharge the then-outstanding obligations of the Company under the Loan Agreement, dated as of December 15, 2023 (the “ Loan Agreement ”), by and among XRL 1 LLC, the lender parties thereto (the “ Lende…

Material Modification to Rights of Security Holders. The information contained in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this

Other Events. On July 14, 2026, the Company issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties, including information about, among other topics, Parent’s acquisition of XOMA Royalty, and…

Regulation FD Disclosure. On June 12, 2026, XOMA Royalty Corporation (the “Company”) issued a press release announcing that it expects the closing of the previously announced acquisition of XOMA Royalty Holdings Corporation (“HoldCo”) by Ligand Pharmaceuticals Incorporated (“Ligand”) to occur on or about July 14, 2026, subject to the satisfaction or waiver of the remaining conditions to closing set forth in the Agreement and Plan of Merger, dated as of April 27, 2026, as amended by that certa…

relating to the Redemption and the Notices is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any shares of Preferred Stock, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Such information is not itself a notice of redemption with respect to the Preferred Stock, and the Redemption will be made in accordance with the terms of the applicable…

The filing describes stockholder approvals for amendments to the Company's incentive and stock purchase plans.

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

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

Completion of Acquisition or Disposition of Assets. As previously disclosed, XOMA Royalty Corporation (“ XOMA Royalty ”) entered into an Agreement and Plan of Merger, dated December 15, 2025 (the “ Merger Agreement ”), with Generation Bio Co., a Delaware corporation (the “ Company ” or “ Generation Bio ”), and XRA 7 Corp., a Delaware corporation and a wholly owned subsidiary of XOMA Royalty (“ Merger Sub ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions th…

Other Events. On April 27, 2026, the Company and Parent 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. Additional Information and Where to Find It In connection with the proposed acquisition, XOMA Royalty will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. The definitive proxy statement will…

Results of Operations and Financial Condition. On March 18, 2026, XOMA Royalty Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Results of Operations and Financial Condition. The information set forth on pages 10-11 of the updated corporate presentation furnished under

Completion of Acquisition or Disposition of Assets. As previously disclosed, XOMA Royalty Corporation (“ XOMA Royalty ”) entered into an Agreement and Plan of Merger, dated December 15, 2025 (the “ Merger Agreement ”), with Generation Bio Co., a Delaware corporation (the “ Company ” or “ Generation Bio ”), and XRA 7 Corp., a Delaware corporation and a wholly owned subsidiary of XOMA Royalty (“ Merger Sub ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions th…

Completion of Acquisition or Disposition of Assets. As previously disclosed, XOMA Royalty Corporation (“ XOMA ”) entered into a share purchase agreement, dated August 3, 2025 (as amended to date, the “ Purchase Agreement ”), with LAVA Therapeutics N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of The Netherlands (the “ LAVA ”). In accordance with the Purchase Agreement, on August 15, 2025, XOMA commenced a tender offer (the “ Offer ”) to purchase a…

Chief Financial Officer — Jeffrey Trigilio: Appointment of Jeffrey Trigilio as Chief Financial Officer.

Completion of Acquisition or Disposition of Assets. As previously disclosed, XOMA Royalty Corporation (“ XOMA ”) entered into a transaction agreement, dated August 20, 2025 (the “ Transaction Agreement ”), with Mural Oncology plc, a public limited company organized under the laws of Ireland (“ Mural ”), and XRA 5 Corp., a Delaware corporation and wholly-owned subsidiary of XOMA (“ Merger Sub ”), pursuant to which Merger Sub has agreed to acquire the entire issued and to be issued share capita…

Completion of Acquisition or Disposition of Assets. As previously disclosed, XOMA Royalty Corporation (“ XOMA ”) entered into a share purchase agreement, dated August 3, 2025 (as amended to date, the “ Purchase Agreement ”), with LAVA Therapeutics N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of The Netherlands (the “ LAVA ”). In accordance with the Purchase Agreement, on August 15, 2025, XOMA commenced a tender offer (the “ Offer ”) to purchase a…

Results of Operations and Financial Condition. On November 12, 2025, XOMA Royalty Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section…

Entry Into a Material Definitive Agreement Common Stock Sales Agreement On October 3, 2025, XOMA Royalty Corporation (the “ Company ”) entered into an “at the market” sales agreement (the “ Common Stock Sales Agreement ”) with Leerink Partners LLC (“ Leerink ”), pursuant to which the Company may offer and sell from time to time up to $75,000,000 of shares of the Company’s common stock, par value $0.0075 (the “ Common Shares ”), through Leerink, as the Company’s sales agent. Sales of the Commo…

Completion of Acquisition or Disposition of Assets. As previously disclosed, XOMA Royalty Corporation (“ XOMA ”) entered into an Agreement and Plan of Merger, dated August 4, 2025 (the “ Merger Agreement ”), with HilleVax, Inc., a Delaware corporation (“ HilleVax ”), and XRA 4 Corp., a Delaware corporation and a wholly owned subsidiary of XOMA (“ Merger Sub ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on September 16, 2025, XOMA and Merger Su…