Form 4: HilleVax Director Sells Shares Post-XOMA Merger

Julie Gerberding, a director at HilleVax, Inc., reported the disposition of all her common stock holdings following the company's acquisition by XOMA Royalty Corporation.

Summary

• Julie L. Gerberding, a director of HilleVax, Inc., reported a change in beneficial ownership on September 17, 2025.
• The transaction involved the disposition of 59,224 shares of HilleVax Common Stock.
• Following this transaction, Gerberding beneficially owns 0 shares of HilleVax Common Stock.
• This disposition was in connection with the merger agreement dated August 4, 2025, between HilleVax, XOMA Royalty Corporation, and XRA 4 Corp.
• Shareholders received $1.95 in cash per share and one Contingent Value Right (CVR) for each share in the tender offer.
• Outstanding Restricted Stock Units (RSUs) vested fully and were canceled in exchange for cash and CVRs, effective September 17, 2025.
• HilleVax, Inc. is now a wholly-owned subsidiary of XOMA Royalty Corporation.

Sentiment

Score: 7

Explanation: The filing reports the completion of a merger, a significant strategic event that provided HilleVax shareholders with a defined cash payment and potential future value through CVRs. While the company is no longer independent, the transaction offers a clear exit for investors.

Positives

• The merger provides HilleVax shareholders, including the reporting person, with a defined cash payment of $1.95 per share.
• Shareholders also received a Contingent Value Right (CVR) for potential future contingent cash payments, offering additional value upside.
• The completion of the merger provides a definitive strategic outcome for HilleVax and its investors.

Negatives

• HilleVax, Inc. is no longer an independent publicly traded company, ceasing its standalone operations and public market presence.
• The reporting person, Julie L. Gerberding, no longer holds any direct beneficial ownership in HilleVax Common Stock.

Risks

• The value of the Contingent Value Rights (CVRs) is uncertain and dependent on future contingent cash payments, which may not materialize or could be less than anticipated.
• Shareholders no longer have direct equity exposure to HilleVax's future performance as an independent entity.

Future Outlook

HilleVax, Inc. will operate as a wholly-owned subsidiary of XOMA Royalty Corporation, with its strategic direction and operations integrated under the parent company. The realization of value from the Contingent Value Rights (CVRs) will depend on future contingent cash payments as per the CVR Agreement.

Industry Context

This acquisition reflects a common trend in the biotechnology and pharmaceutical sectors where larger companies acquire smaller firms to expand their pipeline, intellectual property, or market reach. The inclusion of Contingent Value Rights (CVRs) is a frequent feature in such deals, used to bridge valuation gaps and share future risks and rewards, particularly for assets with uncertain future milestones.

Comparison to Industry Standards

• The use of Contingent Value Rights (CVRs) is a standard mechanism in biopharmaceutical mergers and acquisitions, comparable to deals such as Merck's acquisition of Acceleron Pharma or Bristol Myers Squibb's acquisition of MyoKardia, where CVRs are often tied to regulatory approvals or sales milestones.
• The cash component of $1.95 per share, combined with CVRs, represents the agreed-upon valuation for HilleVax, which would typically be benchmarked against recent M&A multiples for similar-stage biopharmaceutical companies or assets to assess its market competitiveness.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $1.95 cash per share and one CVR per share, concluding their direct equity ownership in HilleVax.
• Employees: HilleVax continues as a surviving corporation, implying continuity of operations and employment under new ownership.
• Management: Existing Restricted Stock Units (RSUs) vested and were converted to cash and CVRs, providing a liquidity event for RSU holders.

Next Steps

• Future contingent cash payments will be distributed to CVR holders as per the terms of the CVR Agreement.
• HilleVax will continue its operations as a wholly-owned subsidiary of XOMA Royalty Corporation.

Key Dates

Keywords

HilleVax, HLVX, XOMA Royalty Corporation, Merger, Acquisition, Tender Offer, Contingent Value Right, CVR, Insider Transaction, Form 4, Julie Gerberding, Restricted Stock Units