Ligand Pharmaceuticals (LGND) Proxy filing summary

Executive summary

• Amendment No. 1 to the Agreement and Plan of Merger was executed on May 16, 2026, adding XOMA Royalty Holdings Corporation (HoldCo) as a party to the merger agreement involving Ligand Pharmaceuticals, XOMA Royalty, and Flex Merger Sub.

• HoldCo was formed to facilitate a holding company reorganization under Nevada law, with HoldCo surviving the merger as a wholly owned subsidiary.

• The amendment clarifies and updates specific references and terms in the original merger agreement, ensuring HoldCo is fully bound by all rights and obligations.

• The merger is subject to regulatory and shareholder approvals, and the definitive proxy statement will be mailed to XOMA Royalty stockholders.

• Forward-looking statements highlight risks such as regulatory approvals, integration challenges, and market uncertainties.

Voting matters and shareholder proposals

• Stockholders of XOMA Royalty will vote on the proposed acquisition, with proxy materials to be provided for informed decision-making.

• Directors, executive officers, and employees of XOMA Royalty may be considered participants in the proxy solicitation.

Board of directors and corporate governance

• The amendment was authorized and approved by the boards of directors of all involved entities, including Ligand, XOMA Royalty, Flex Merger Sub, and HoldCo.

• HoldCo joins as a full party to the merger agreement, assuming all rights and obligations as if it were an original signatory.