XOMA Royalty Corporation

Item 1.02 Termination of a Material Definitive Agreement. On July 14, 2026, in connection with the Merger, XRL 1 LLC, a wholly owned subsidiary of the Company (“XRL 1 LLC”), as borrower, terminated, and Parent paid or caused to be paid, on behalf of the Company, all amounts necessary to pay and fully discharge the then-outstanding obligations of the Company under the Loan Agreement, dated as of December 15, 2023 (the “Loan Agreement”), by and among XRL 1 LLC, the lender parties thereto (the “Lenders”) and Blue Owl Capital Corporation, as administrative agent for the Lenders. The Company previously filed the Loan Agreement as Exhibit 10.63 to its Annual Report on Form 10-K, filed with the SEC on March 8, 2024.

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in the Introductory Note and Items 1.02 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. On July 14, 2026, the Company consummated the previously announced Merger with Parent in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement, the Company effected the Holding Company Reorganization (as defined below) and the Merger. The Merger Pursuant to the Merger Agreement, at the time the Merger became effective (the “Effective Time”), each share of common stock, par value $0.0075 per share, of the Company (the “Shares”) issued and outstanding immediately prior to the Effective Time (other than certain Shares canceled pursuant to the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) was automatically converted into the right to receive (i) $39.00 per Share in cash, without interest, and subject to deduction for any required withholding tax, plus (ii) an amount of contingent value rights (each, a “CVR”) representing a right to receive contingent payments derived from the CVR Trust’s interest in XOMA Royalty LLC (as defined below) in accordance with the CVR Agreement (as defined in the Merger Agreement) (as further described below under the heading “CVR Spin”) (clauses (i) and (ii) collectively, the “Merger Consideration”). In addition, pursuant to the Merger Agreement, on July 14, 2026, prior to the Effective Time, each share of 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share (the “Series A Preferred Stock”), and 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share (the “Series B Preferred Stock”, together with the Series A Preferred Stock, the “Perpetual Preferred Stock”), was redeemed in accordance with the terms of the applicable certificate of designation governing such Perpetual Preferred Stock, including payment of all accrued and unpaid dividends thereon through the date of such redemption. The Merger Agreement also specified the treatment of the Company’s outstanding equity awards and warrants in connection with the Merger. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2026 and which is incorporated herein by reference. The information set forth under the heading “Support Agreement” in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2026 is incorporated herein by reference. Holding Company Reorganization Prior to the Effective Time, the Company effected a holding company reorganization (the “Holding Company Reorganization”) pursuant to NRS Chapter 92A, whereby (i) XRH Merger Sub, Corp., a Nevada corporation and a direct, wholly owned subsidiary of HoldCo, merged with and into the Company, with the Company surviving as a direct, wholly owned subsidiary of HoldCo and HoldCo becoming a holding company of the Company, (ii) each Share issued and outstanding immediately prior to the effectiveness of the Holding Company Reorganization was automatically converted into one share of common stock of HoldCo, having the same rights, powers and preferences as such Share, and (iii) each Company equity-based award outstanding immediately prior to the effectiveness of the Holding Company Reorganization was automatically converted into a corresponding award with respect to shares of HoldCo common stock on the same terms and conditions. CVR Spin Following the completion of the Holding Company Reorganization, the following transactions were effected in the order set forth below (collectively, the “CVR Spin”): (i) following the effective time of the Holding Company Reorganization, immediately prior to the Effective Time, HoldCo caused the Company to convert from a Nevada corporation into a Delaware limited liability company named XOMA Royalty LLC (the “RemainCo Conversion” and the Company as so converted “XOMA Royalty LLC”); (ii) following the RemainCo Conversion, HoldCo caused the Company to transfer to HoldCo (or one or more designees of HoldCo) the HoldCo Business Assets and Business Liabilities (as each such term is defined in the Merger Agreement) (such transactions, collectively, the “Asset/Liability Transfer”); (iii) following the Asset/Liability Transfer, HoldCo contributed 75% of the issued and outstanding limited liability company units of XOMA Royalty LLC to XOMA CVR Trust, a Delaware statutory trust (the “CVR Trust”) established pursuant to the trust agreement entered into prior to the Effective Time by and among HoldCo, the trustee thereunder (the “Trustee”), and XOMA Royalty LLC (the “CVR Trust Agreement”) (the “Trust Contribution”), to be held and administered by the Trustee in accordance with... (iv) following the Trust Contribution, HoldCo paid, on a pro rata basis, to each holder of record of HoldCo common stock and HoldCo preferred stock (on an as-converted-to-common basis) as of immediately prior to the Effective Time as additional Merger Consideration, CVRs representing the right to receive contingent payments derived from the CVR Trust’s interest in XOMA Royalty LLC in accordance with the CVR Trust Agreement.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. In connection with the Closing of the Merger, the Company (i) notified The Nasdaq Global Market (“Nasdaq”) that the Merger was consummated and (ii) requested that Nasdaq (A) halt trading of and delist the Shares effective before the opening of trading on July 14, 2026, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

Item 3.03 Material Modification to Rights of Security Holders. The information contained in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant. The information contained in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. In accordance with the terms of the Merger Agreement, effective as of the Effective Time, (i) the directors of Merger Sub as of immediately prior to the Effective Time, Todd C. Davis, Octavio Espinoza and Andrew Reardon, became the directors of the Company until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be, and each of Jack L. Wyszomierski, Heather L. Franklin, Natasha Hernday, Owen Hughes, Barbara Kosacz, Joseph M. Limber and Matthew Perry, voluntarily resigned as directors of the Company and from all committees of the Board of Directors of the Company on which such directors served, and (ii) the officers of Merger Sub as of immediately prior to the Effective Time became new officers of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders. On July 13, 2026, the Company convened a Special Meeting of Stockholders (the “Special Meeting”), at which point the polls were closed on the proposals contained in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on June 10, 2026. As of the close of business on June 5, 2026, the record date for the Special Meeting, there were 17,678,742 shares of the Company’s common stock issued and outstanding. At the Special Meeting, each of the proposals voted on was approved. The final voting results are set forth below: Votes Votes Abstentions Broker For Against Non-Votes ────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal 1. Merger Agreement Proposal 15,924,106 98,100 11,380 0 Votes Votes Abstentions Broker For Against Non-Votes ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal 2. Holding Company Reorganization Proposal 15,924,259 98,089 11,238 0 Votes Votes Abstentions Broker For Against Non-Votes ────────────────────────────────────────────────────────────────────────────────────────────────── Proposal 3. Compensation Proposal 15,745,257 272,303 16,026 0

Item 8.01 Other Events. On July 14, 2026, the Company issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.