Form 4: HilleVax CFO Sells Shares Post-Merger

HilleVax's Chief Financial Officer, Shane Maltbie, disposed of all his common stock holdings following the company's acquisition by XOMA Royalty Corporation.

Summary

• Shane Maltbie, Chief Financial Officer of HilleVax, Inc., reported the disposition of 83,738 shares of HilleVax Common Stock.
• This transaction occurred on September 17, 2025, in connection with the merger of HilleVax into a wholly-owned subsidiary of XOMA Royalty Corporation.
• The merger, effective September 17, 2025, followed a tender offer where HilleVax shareholders received $1.95 in cash per share plus one contingent value right (CVR).
• Following the transaction, Maltbie beneficially owns 0 shares of HilleVax Common Stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. While HilleVax ceases to be an independent public entity, the merger provides a clear exit for shareholders with a cash component and potential upside via CVRs. The transaction is a planned event, not a surprise negative development.

Positives

• The merger provides HilleVax shareholders with a defined cash payment of $1.95 per share.
• Shareholders also receive a Contingent Value Right (CVR), offering potential future cash payments based on specific contingent events.
• HilleVax continues as a surviving corporation, albeit as a wholly-owned subsidiary, suggesting operational continuity.

Negatives

• HilleVax, Inc. is no longer an independent publicly traded entity, becoming a wholly-owned subsidiary of XOMA Royalty Corporation.
• Existing shareholders no longer hold direct equity in HilleVax, instead receiving cash and CVRs.
• The reporting person, Shane Maltbie, no longer holds any beneficial ownership in HilleVax common stock.

Risks

• The value of the Contingent Value Rights (CVRs) is subject to future contingent cash payments, which may or may not materialize, introducing uncertainty for former shareholders.

Future Outlook

HilleVax will continue as a wholly-owned subsidiary of XOMA Royalty Corporation, suggesting its operations will proceed under new ownership. The future value for former shareholders is tied to the contingent payments from the CVRs.

Industry Context

This transaction represents a consolidation within the biotechnology or pharmaceutical sector, where a smaller public company (HilleVax) is acquired by a larger entity or investment vehicle (XOMA Royalty Corporation). Such mergers are common for strategic alignment, access to capital, or portfolio expansion.

Corporate Governance

Stakeholder Impact

• Shareholders: Former HilleVax shareholders received cash and CVRs in exchange for their shares, ending their direct equity ownership.
• Employees: HilleVax continues as a surviving corporation, suggesting continuity for employees, though ultimate control shifts to XOMA Royalty Corporation.
• Management: Shane Maltbie, as CFO, disposed of his shares as part of the merger, aligning with the change in ownership.

Next Steps

• Former HilleVax shareholders will await potential contingent cash payments from the CVRs.
• HilleVax will operate as a wholly-owned subsidiary of XOMA Royalty Corporation.

Key Dates

Recommendation

The company has been acquired, and its common stock is no longer publicly traded. Former shareholders received cash and Contingent Value Rights (CVRs). The recommendation to 'hold' applies to the CVRs, as their value is contingent on future events, and there is no public market for HilleVax common stock to buy or sell.

Keywords

HilleVax, HLVX, XOMA Royalty Corporation, Merger, Acquisition, Tender Offer, Contingent Value Right, CVR, Shane Maltbie, Form 4, Beneficial Ownership, Biotechnology, Pharmaceuticals