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

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

Summary

• Benjamin Hickey, a Director of Mural Oncology plc, reported the disposition of stock options.
• The disposition 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 on December 5, 2025, at a cash purchase price of $2.035 per share (the "Scheme Consideration").
• Options to purchase ordinary shares with an exercise price equal to or greater than the Scheme Consideration were cancelled and ceased to be outstanding, receiving no value.
• Cancelled options included 8,637 shares at an exercise price of $2.56, 8,462 shares at $3.35, and 15,021 shares at $3.61.

Sentiment

Score: 3

Explanation: The sentiment is negative for the reporting person due to the cancellation of stock options without consideration. However, the underlying event is a completed acquisition, which typically provides liquidity to shareholders, but this specific filing highlights a negative outcome for the option holder.

Positives

• The acquisition provided a cash purchase price of $2.035 per share for Mural Oncology plc shareholders.

Negatives

• Benjamin Hickey'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.

Risks

• NA

Future Outlook

The filing reports a completed acquisition, therefore no forward-looking statements or guidance are provided regarding Mural Oncology plc as an independent entity.

Management Comments

• NA

Industry Context

This filing reflects the completion of an acquisition in the biotechnology or pharmaceutical sector, a common occurrence as larger companies seek to expand portfolios or eliminate competition through strategic mergers and acquisitions. The cancellation of out-of-the-money options is a standard outcome in such transactions.

Comparison to Industry Standards

• The acquisition price of $2.035 per share for Mural Oncology plc falls within the typical range for M&A transactions in the biotech sector, which often vary widely based on pipeline stage, market capitalization, and strategic fit.
• The cancellation of out-of-the-money stock options (where the exercise price exceeds the acquisition price) is a standard practice in corporate acquisitions, similar to how options were treated in the acquisition of Medivation by Pfizer or Kite Pharma by Gilead Sciences, where unvested or out-of-the-money options were typically forfeited or cashed out at their intrinsic value, if any.

Stakeholder Impact

• Shareholders: Received a cash purchase price of $2.035 per share for their ordinary shares.
• Option Holders (like Benjamin Hickey): Those with options having an exercise price equal to or greater than $2.035 per share had their options cancelled without consideration, resulting in a loss of potential value.
• Acquiring Company (XRA 5 Corp./XOMA Royalty Corporation): Successfully completed the acquisition of Mural Oncology plc.

Next Steps

• Mural Oncology plc has been acquired by XRA 5 Corp. and is no longer an independent entity.

Key Dates

Keywords

Mural Oncology, MURA, XOMA Royalty Corporation, XRA 5 Corp, Acquisition, Merger, Stock Options, Form 4, Beneficial Ownership, Director Compensation