Form 4: HilleVax CEO Reports Share Disposition Post-Merger

HilleVax, Inc. President and CEO, Robert Hershberg, reported the disposition of all his common stock holdings following the company's acquisition by XOMA Royalty Corporation.

Summary

• Robert Hershberg, President and CEO, and a Director of HilleVax, Inc., reported the disposition of 1,101,498 shares of common stock.
• This transaction occurred on September 17, 2025, in connection with the completion of the merger agreement dated August 4, 2025.
• HilleVax, Inc. was acquired by XOMA Royalty Corporation, with XRA 4 Corp. (a wholly-owned subsidiary of XOMA Royalty Corporation) merging into HilleVax, Inc.
• As a result of the merger, HilleVax, Inc. became a wholly-owned subsidiary of XOMA Royalty Corporation, effective September 17, 2025.
• Shareholders of HilleVax, Inc. received $1.95 in cash per share, plus one contingent value right (CVR) per share, entitling them to certain contingent cash payments.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the merger successfully completed, providing shareholders with a cash payout and potential future value through CVRs. While HilleVax is no longer independent, the transaction offers a clear exit and liquidity.

Positives

• Shareholders received a cash payment of $1.95 per share, providing immediate liquidity.
• The inclusion of contingent value rights (CVRs) offers former shareholders potential future cash payments based on specific contingent events.
• The merger provides a clear exit strategy and valuation for existing shareholders.

Negatives

• HilleVax, Inc. ceased to be an independent publicly traded company.
• Existing shareholders no longer hold direct equity in HilleVax, Inc. and will not participate in its future growth beyond the CVR terms.
• The value of the contingent value rights (CVRs) is uncertain and dependent on future performance or milestones.

Risks

• The ultimate value of the contingent value rights (CVRs) is speculative and subject to the achievement of specific, undefined contingent cash payments.
• Former shareholders bear no further direct equity risk or reward in HilleVax's operations, limiting their participation in any future successes beyond the CVRs.

Future Outlook

HilleVax, Inc. is now a wholly-owned subsidiary of XOMA Royalty Corporation, meaning its future strategic direction and operations will be determined by its new parent company. Former public shareholders' only remaining financial interest is through the contingent value rights (CVRs).

Industry Context

This transaction represents a common consolidation event in the biotechnology and pharmaceutical sectors, where larger entities acquire smaller companies to integrate assets, technologies, or pipelines. Such mergers often provide liquidity for early investors and can streamline development efforts under a larger corporate umbrella.

Comparison to Industry Standards

• The deal structure, combining a cash payment with contingent value rights (CVRs), is a standard approach in biotech acquisitions. CVRs are frequently utilized to bridge valuation gaps and share future risks or rewards, particularly when the acquired company's assets are in early development or have uncertain future milestones.
• Specific comparable companies, projects, or results are not detailed in the filing.

Stakeholder Impact

• Shareholders: Received $1.95 cash per share and one CVR per share, losing direct equity ownership in HilleVax.
• Employees: HilleVax employees are now part of a wholly-owned subsidiary of XOMA Royalty Corporation, which may lead to integration or restructuring.
• Management: Robert Hershberg, as President and CEO, has disposed of his shares, indicating a change in his direct financial stake in the former public entity.

Next Steps

• Former HilleVax shareholders will await potential payments from the contingent value rights (CVRs) based on the terms of the CVR Agreement.
• HilleVax, Inc. will operate as a wholly-owned subsidiary of XOMA Royalty Corporation.

Key Dates

Keywords

HilleVax, HLVX, XOMA Royalty Corporation, Merger, Acquisition, Form 4, Robert Hershberg, Contingent Value Right, CVR, Share Disposition, Corporate Action