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

Mural Oncology plc director Scott Thomas Jackson's stock options were cancelled following the company's acquisition by XRA 5 Corp. for $2.035 per share.

Summary

• Reporting Person Scott Thomas Jackson, a Director of Mural Oncology plc, is no longer subject to Section 16 reporting requirements.
• The filing reports the disposition of derivative securities (stock options) due to the acquisition of Mural Oncology plc by XRA 5 Corp.
• The acquisition was completed on December 5, 2025, for a cash purchase price of $2.035 per share (the "Scheme Consideration").
• All stock options with an exercise price equal to or greater than the $2.035 per share acquisition price were cancelled without any consideration.
• Specifically, options to buy 8,637 shares at $2.56, 8,462 shares at $3.35, and 15,021 shares at $3.61 were cancelled.
• Following the transaction, Scott Thomas Jackson beneficially owns 0 derivative securities.

Sentiment

Score: 3

Explanation: The filing details the cancellation of a director's stock options without value due to an acquisition, which is a negative outcome for the option holder. However, the acquisition itself is a completed event for the company.

Positives

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

Negatives

• Scott Thomas Jackson's stock options, totaling 32,120 shares across three grants, were cancelled without any consideration because their exercise prices ($2.56, $3.35, $3.61) were above the acquisition price of $2.035 per share.
• The reporting person received no value for these previously held options.

Future Outlook

The filing reports a completed acquisition, indicating that Mural Oncology plc is no longer an independent public entity. The reporting person is no longer subject to Section 16 reporting requirements for the acquired company.

Industry Context

This filing indicates the completion of a merger and acquisition event, a common occurrence in the biotechnology and pharmaceutical sectors where smaller companies are frequently acquired by larger entities. The cancellation of out-of-the-money options is a standard outcome in such transactions.

Comparison to Industry Standards

• The acquisition of a public company for cash is a common exit strategy in the biotechnology and pharmaceutical industries, particularly for companies that may not have reached commercialization or achieved significant market valuation independently.
• The cancellation of out-of-the-money stock options (where the exercise price is higher than the acquisition price) without compensation is standard practice in M&A transactions, as these options hold no intrinsic value at the time of acquisition.
• The reporting person's cessation of Section 16 obligations is typical for directors of acquired companies that become private or subsidiaries.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $2.035 cash per share for their ordinary shares.
• Option Holders (Out-of-the-money): Options were cancelled without value.
• Employees: Integration into XRA 5 Corp. and XOMA Royalty Corporation, with potential changes in roles, benefits, or employment.
• Management (Scott Thomas Jackson): No longer a director of an independent public entity, options cancelled.

Next Steps

• Mural Oncology plc will operate as a subsidiary of XRA 5 Corp.
• Scott Thomas Jackson is no longer subject to Section 16 reporting for Mural Oncology plc.

Key Dates

Keywords

Mural Oncology, MURA, Scott Thomas Jackson, SEC Form 4, Beneficial Ownership, Stock Options, Acquisition, XRA 5 Corp, XOMA Royalty Corporation, Corporate Governance, Merger