Form 4: Mural Oncology CMO's Shares & Options Post-Acquisition

Mural Oncology plc's Chief Medical Officer, Vicki L. Goodman, reported changes in her beneficial ownership following the company's acquisition by XRA 5 Corp. for $2.035 per share.

Summary

• Vicki L. Goodman, Chief Medical Officer of Mural Oncology plc, reported changes in her beneficial ownership due to the acquisition of Mural Oncology plc by XRA 5 Corp.
• The acquisition, effective December 5, 2025, involved XRA 5 Corp. acquiring all issued and to be issued share capital of Mural Oncology plc for a cash purchase price of $2.035 per share.
• Goodman disposed of 84,727 ordinary shares, which included 71,509 unvested restricted stock units (RSUs).
• Each RSU was automatically cancelled and converted into the right to receive the Scheme Consideration of $2.035 per share.
• Goodman's stock options, totaling 135,604 with an exercise price of $3.61 and 65,000 with an exercise price of $3.43, were cancelled without consideration.
• These options were cancelled because their exercise prices were equal to or greater than the $2.035 per share acquisition price.

Sentiment

Score: 5

Explanation: The filing is purely factual, reporting the outcome of a corporate acquisition on an executive's beneficial ownership. It reflects both positive (cash for shares/RSUs) and negative (cancellation of out-of-the-money options) impacts for the individual, balancing out to a neutral sentiment regarding the reporting itself.

Positives

• Shareholders of Mural Oncology plc received a cash purchase price of $2.035 per share for their equity.
• Unvested restricted stock units (RSUs) held by the reporting person were converted into cash at the acquisition price of $2.035 per share.

Negatives

• Stock options with exercise prices of $3.61 and $3.43 per share were cancelled without any consideration, as their exercise prices exceeded the acquisition price of $2.035 per share.
• Mural Oncology plc ceased to be an independent publicly traded entity following the acquisition.

Risks

• Holders of stock options with exercise prices above the acquisition price faced a complete loss of value for those options.

Future Outlook

The filing details a completed acquisition of Mural Oncology plc by XRA 5 Corp., meaning Mural Oncology plc will no longer operate as an independent public entity. No forward-looking statements for the acquired entity are applicable.

Industry Context

This filing reflects a specific corporate acquisition within the biotechnology or pharmaceutical sector, where a smaller entity (Mural Oncology plc) is acquired by a larger corporate entity (XRA 5 Corp., a subsidiary of XOMA Royalty Corporation). Such acquisitions are common for strategic portfolio expansion or consolidation.

Related Party Transactions

• The acquisition of Mural Oncology plc by XRA 5 Corp., a subsidiary of XOMA Royalty Corporation, for $2.035 per share, constitutes the primary transaction detailed.

Stakeholder Impact

• Shareholders: Received $2.035 per share in cash for their equity.
• Employees (holding RSUs): Received $2.035 per share in cash for their unvested restricted stock units.
• Employees (holding out-of-the-money options): Lost the value of their stock options with exercise prices above the acquisition price, as these were cancelled without consideration.

Key Dates

Keywords

Mural Oncology, MURA, XOMA Royalty, XRA 5 Corp, Acquisition, Merger, Beneficial Ownership, SEC Form 4, Stock Options, Restricted Stock Units, Corporate Governance, Chief Medical Officer