Form 4: Mural Oncology Director's Options Cancelled Post-Acquisition

Mural Oncology plc director Sachiyo Minegishi's stock options were cancelled without consideration following the company's acquisition by XRA 5 Corp. for $2.035 per share.

Summary

• Mural Oncology plc was acquired by XRA 5 Corp., a Delaware corporation and wholly-owned subsidiary of XOMA Royalty Corporation, a Nevada corporation.
• The acquisition was completed as of December 5, 2025, at a cash purchase price of $2.035 per share (the "Scheme Consideration").
• Director Sachiyo Minegishi's stock options with an exercise price per share equal to or greater than the Scheme Consideration were cancelled and ceased to be outstanding.
• This included 8,637 stock options with an exercise price of $2.56 and 15,335 stock options with an exercise price of $3.38, totaling 23,972 options.

Sentiment

Score: 3

Explanation: The sentiment is negative for the reporting person due to the cancellation of stock options without consideration. While the acquisition itself provided a cash exit for shareholders, the specific event reported here is a loss for the option holder.

Positives

• The acquisition of Mural Oncology plc by XRA 5 Corp. for $2.035 per share provided a cash exit for shareholders.

Negatives

• Director Sachiyo Minegishi's stock options, totaling 23,972 shares (8,637 at $2.56 and 15,335 at $3.38), were cancelled without any consideration because their exercise prices exceeded the acquisition price of $2.035 per share.

Risks

• For option holders, the risk of options expiring out-of-the-money or being cancelled without value in an acquisition scenario if the acquisition price is below the exercise price.

Future Outlook

The filing primarily reports a completed acquisition and the subsequent cancellation of out-of-the-money stock options, thus not providing forward-looking statements for Mural Oncology plc as an independent entity.

Management Comments

• No direct quotes or paraphrased statements from company management were provided in this filing beyond the reporting person's signature.

Industry Context

The acquisition of Mural Oncology plc by XRA 5 Corp. reflects a common trend in the biotechnology and pharmaceutical sectors where smaller, specialized companies are acquired by larger entities, often for their pipeline assets or strategic market positioning. Such transactions frequently involve the treatment of outstanding equity and derivative securities based on the acquisition terms.

Comparison to Industry Standards

• The cancellation of out-of-the-money stock options in an acquisition is a standard outcome when the acquisition price does not exceed the option's exercise price. For example, in similar biotech acquisitions, options with exercise prices above the deal consideration are typically forfeited without value, as seen in the acquisition of Array BioPharma by Pfizer, where unvested options with strike prices above the offer were generally cancelled.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings or regulatory matters were mentioned in this filing.

Related Party Transactions

• The filing details the acquisition of Mural Oncology plc by XRA 5 Corp., a subsidiary of XOMA Royalty Corporation, which is a significant corporate transaction rather than a related party transaction in the typical sense unless XRA 5 Corp. was already a related entity, which is not indicated.

Stakeholder Impact

• Shareholders: Received a cash purchase price of $2.035 per share for their ordinary shares.
• Option Holders (e.g., Sachiyo Minegishi): Those with stock options having an exercise price equal to or greater than the $2.035 acquisition price had their options cancelled without consideration, resulting in a loss of potential value.

Next Steps

• The acquisition of Mural Oncology plc by XRA 5 Corp. has been completed.

Key Dates

Keywords

Mural Oncology, MURA, XRA 5 Corp, XOMA Royalty Corporation, acquisition, merger, stock options, Form 4, beneficial ownership, director, oncology, biotech