XOMA Royalty Holdings Corp

Item 8.01 Other Events. As previously disclosed, on June 12, 2026, XOMA Royalty Corporation (“XOMA Royalty”) announced that the record date for the distribution of contingent value rights (the “CVRs”) had been set for July 13, 2026. Under the Agreement and Plan of Merger, dated April 27, 2026 (as amended, the “Merger Agreement”), the CVRs are issued by XOMA Royalty Holdings Corporation (“Holdings”) as a portion of the merger consideration payable in respect of shares of common stock issued and outstanding at the effective time of the merger (the “Merger”), consisting of: (i) $39.00 per share, and (ii) one CVR. XOMA Royalty’s common stock stopped trading as of 8:00 p.m. (Eastern Time) on July 13, 2026, and the Merger was consummated as of 8:15 a.m. (Eastern Time) on July 14, 2026, following the completion of a holding company reorganization pursuant to which Holdings became the parent of XOMA Royalty. Holdings is providing notice that, consistent with the Merger Agreement and the CVR Agreement (as defined below), the July 13, 2026 record date will not be used to determine entitlement to the CVRs. This treatment is consistent with the Contingent Value Rights Agreement, dated as of July 14, 2026 (the “CVR Agreement”), by and among XOMA CVR Trust, a Delaware statutory trust (“CVR Trust”), XOMA Royalty LLC, a Delaware limited liability company, solely in its capacity as manager and administrator of the CVR Trust, Wilmington Trust, National Association, a national banking association, as rights agent, and Holdings (solely with respect to certain specified obligations). Pursuant to the CVR Agreement, the record date for the CVRs is to be no earlier than the date of the CVR Agreement and no later than the closing date of the Merger. In accordance with the Merger Agreement and the CVR Agreement, Holdings is paying the merger consideration, including the CVRs, to holders of common stock as of the effective time of the Merger. The CVRs were issued by Holdings as additional merger consideration and are governed by the CVR Agreement, the form of which was included as Annex E to the Registration Statement on Form S-4 of Holdings. Under the CVR Agreement, CVR Trust is the sole obligor with respect to payment of the CVR consideration. Inquiries regarding the CVRs may be directed to the rights agent, Wilmington Trust, National Association. The CVRs are non-transferable except in limited circumstances, will not be listed or traded on any exchange, and may have no value. This Current Report does not modify the terms of the CVRs or the merger consideration described in prior filings of XOMA Royalty and Holdings.