Form 4: Mural Oncology CEO Disposes Shares in Acquisition

Mural Oncology plc's CEO, Caroline Loew, disposed of her beneficial ownership in ordinary shares and stock options following the company's acquisition by XRA 5 Corp. for $2.035 per share.

Summary

• Caroline Loew, Chief Executive Officer and Director of Mural Oncology plc, reported changes in her beneficial ownership of the company's securities.
• The changes occurred as a result of the acquisition of Mural Oncology plc by XRA 5 Corp., a wholly-owned subsidiary of XOMA Royalty Corporation.
• The acquisition was completed for a cash purchase price of $2.035 per share, referred to as the 'Scheme Consideration'.
• The effective date of the acquisition and the transaction date for the reported changes was December 5, 2025.
• Loew disposed of 293,059 ordinary shares, which included 220,148 unvested restricted stock units (RSUs).
• Each RSU outstanding immediately prior to the effective time was automatically cancelled and converted into the right to receive an amount equal to the $2.035 Scheme Consideration.
• Stock options to purchase ordinary shares with an exercise price per share equal to or greater than the $2.035 Scheme Consideration were cancelled and ceased to be outstanding, with no consideration delivered in exchange for them.
• Cancelled stock options included 379,690 options with an exercise price of $5.4809, 90,025 options with an exercise price of $5.39, and 134,225 options with an exercise price of $3.43.

Sentiment

Score: 5

Explanation: Neutral, as this Form 4 reports a factual transaction (disposition of shares and options) resulting from a corporate acquisition, rather than new operational or financial performance data. The cancellation of out-of-the-money options is a standard outcome in such transactions for the option holder.

Positives

• Caroline Loew received cash consideration of $2.035 per share for 293,059 ordinary shares, including 220,148 unvested restricted stock units, as part of the acquisition.

Negatives

• Stock options held by Caroline Loew with exercise prices equal to or greater than the $2.035 Scheme Consideration were cancelled without any payment. This included 379,690 options (exercise price $5.4809), 90,025 options (exercise price $5.39), and 134,225 options (exercise price $3.43).

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Those holding ordinary shares received a cash consideration of $2.035 per share as part of the acquisition.
• Employees (Option Holders): Employees, including the CEO, holding stock options with an exercise price equal to or greater than the $2.035 acquisition price had these options cancelled without receiving any consideration.

Key Dates

Keywords

Mural Oncology, MURA, Caroline Loew, SEC Form 4, Acquisition, Beneficial Ownership, Stock Options, RSUs, XRA 5 Corp, XOMA Royalty Corporation, Merger, Executive Compensation