XOMA Corporation (XOMA) 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 with Ligand Pharmaceuticals and Flex Merger Sub, Inc.

• HoldCo was formed to facilitate a holding company reorganization as part of the merger process, with HoldCo surviving as a wholly owned subsidiary of Ligand Pharmaceuticals.

• The amendment clarifies and updates specific sections of the original merger agreement, including references to Nevada statutes and terminology changes from "Company" to "Surviving Corporation."

• The merger remains subject to regulatory and shareholder approvals, and the definitive proxy statement will be mailed to shareholders for voting.

• Forward-looking statements highlight substantial risks and uncertainties, including regulatory approvals, integration challenges, and market impacts.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the proposed acquisition and related transactions at a forthcoming meeting, with voting based on the definitive proxy statement.

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

Board of directors and corporate governance

• The amendment and related transactions were authorized and approved by the boards of directors of all involved entities.

• HoldCo joins the agreement with full rights and obligations as if it were an original signatory.