Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from __________to__________ Commission File Number: 001-39801 XOMA Royalty Corporation (Exact name of Registrant as specified in its charter) (State or other jurisdiction of ...

Core Insights - XOMA Royalty Corporation has made significant acquisitions, including mezagitamab royalty rights from BioInvent International and partnered assets through the acquisition of LAVA Therapeutics, enhancing its portfolio of early- and late-stage assets [1][2][5]. Business Development - XOMA Royalty acquired future royalty and milestone rights for mezagitamab from BioInvent for $20 million, with an additional $10 million contingent on regulatory milestones, potentially earning up to $16.25 million in milestones from Takeda and mid-single digit royalties on future sales [5]. - The acquisition of LAVA Therapeutics will secure economic interests in two partnered assets, PF 08046052 (developed by Pfizer) and JNJ-89853413 (developed by Johnson & Johnson) [5]. Company Acquisitions - XOMA Royalty has entered into definitive agreements to acquire Turnstone Biologics for $0.34 per share plus a contingent value right (CVR) [7]. - The acquisition of HilleVax is set at $1.95 per share, with additional CVR payments based on future cash distributions and potential sales of norovirus programs [7][8]. - The acquisition of LAVA Therapeutics is expected to close in Q4 2025, with a cash payment between $1.16 and $1.24 per share plus a CVR for future proceeds [8]. Key Pipeline Advancements - Rezolute completed enrollment in the Phase 3 sunRIZE study for ersodetug, receiving a $5 million milestone payment [3][9]. - The Marketing Authorization Application (MAA) for tovorafenib by Day One Biopharmaceuticals was accepted for review by the EMA, resulting in a $4 million milestone payment to XOMA Royalty [3][9]. - Zevra Therapeutics submitted an MAA to the EMA for arimoclomol as a treatment for Niemann-Pick Type C [3]. Financial Performance - In the first half of 2025, XOMA Royalty received $29.6 million in royalties and milestones, with $11.7 million in the second quarter [4][12]. - Income for the second quarter of 2025 was reported at $13.1 million, an increase from $11.1 million in the same period of 2024 [12]. - General and administrative expenses decreased to $7.8 million in Q2 2025 from $11.0 million in Q2 2024, primarily due to prior exit packages [14]. Cash Position - As of June 30, 2025, XOMA Royalty had cash and cash equivalents of $78.5 million, down from $106.4 million at the end of 2024 [20][32]. - The company repurchased approximately 81,700 shares for $1.8 million in Q2 2025, totaling over 107,500 shares repurchased in 2025 [21].

Core Points - XOMA Royalty Corporation has successfully completed its tender offer to acquire all outstanding shares of Turnstone Biologics Corp for $0.34 per share in cash, plus a contingent value right [1][2] - A total of 17,192,002 shares of Turnstone common stock were validly tendered, representing approximately 74% of the outstanding shares as of the expiration date [2] - Following the tender offer, Turnstone was merged into a subsidiary of XOMA Royalty, making it a wholly owned subsidiary [3] Company Overview - XOMA Royalty Corporation operates as a biotechnology royalty aggregator, assisting biotech companies in improving human health by acquiring future economic rights associated with therapeutic candidates [5] - The company provides non-dilutive, non-recourse funding to sellers, enabling them to advance their drug candidates or for general corporate purposes [5] - XOMA Royalty has a growing portfolio of assets related to the advancement of therapeutic candidates [5]

Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations by HilleVax, Inc. related to its proposed acquisition by XOMA Royalty Corporation, where stockholders will receive $1.95 in cash and one contingent value right for each share held, with the transaction expected to close in September 2025 [1]. Group 1 - HilleVax, Inc. is under investigation for potential securities law violations concerning its acquisition by XOMA Royalty Corporation [1]. - Stockholders of HilleVax will receive $1.95 in cash and one contingent value right for each share they hold as part of the acquisition deal [1]. - The acquisition transaction is anticipated to close in September 2025 [1]. Group 2 - Rowley Law PLLC represents shareholders in class actions and derivative lawsuits in complex corporate litigation [3]. - Additional information regarding the investigation can be obtained by contacting Rowley Law PLLC [2].

Group 1: HilleVax, Inc. - HilleVax will be acquired by XOMA Royalty Corporation for $1.95 in cash per share plus one non-transferable contingent value right (CVR) [2] - The investigation focuses on whether the HilleVax Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Steelcase Inc. - Steelcase will be acquired by HNI Corporation for $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase [4] - The implied per share purchase price is $18.30 based on HNI's closing share price of $50.62 on August 1, 2025 [4] - The investigation concerns whether the Steelcase Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [4] Group 3: LAVA Therapeutics N.V. - LAVA will be acquired by XOMA Royalty Corporation for between $1.16 and $1.24 per share in cash, plus a non-transferable CVR [6] - The cash amount consists of a base price of $1.16 per share and an additional amount of up to $0.08 per share [6] - The investigation focuses on whether the LAVA Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [6] Group 4: Arcadia Biosciences, Inc. - Arcadia will be acquired by Roosevelt Resources LP, with current equity owners of Roosevelt and Arcadia shareholders expected to own approximately 90% and 10% of the combined company, respectively [8] - The investigation concerns whether the Arcadia Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [8]

Core Points - XOMA Royalty Corporation has entered into a definitive share purchase agreement to acquire LAVA Therapeutics N.V. for a cash consideration of between $1.16 and $1.24 per share, plus a contingent value right [1][2] - The acquisition aims to enhance shareholder value by adding economics related to LAVA's partnered programs, particularly those involving gamma delta bispecific antibodies [2] - LAVA's Board of Directors unanimously supports the transaction, believing it to be in the best interests of shareholders and the sustainable success of the business [3] Transaction Details - XOMA Royalty will commence a tender offer by August 15, 2025, to acquire all outstanding shares of LAVA common stock, with the closing contingent on certain conditions, including the tender of at least 80% of shares [4] - Following the tender offer, LAVA will undergo a corporate reorganization to ensure XOMA Royalty acquires 100% of LAVA's shares, with remaining shareholders receiving the same cash and contingent value right [4] - The closing of the transaction is expected in the fourth quarter of 2025 [4] Clinical Program Changes - In connection with the acquisition, LAVA plans to discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome [5] Advisory Information - XOMA Royalty is advised by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V., while LAVA is advised by Leerink Partners and Cooley LLP [6] Company Background - XOMA Royalty is a biotechnology royalty aggregator that acquires potential future economics associated with therapeutic candidates licensed to pharmaceutical companies [7] - LAVA Therapeutics is a biopharmaceutical company focused on developing bispecific gamma delta T cell engagers using its proprietary Gammabody platform [9]

Core Viewpoint - HilleVax, Inc. and XOMA Royalty Corporation have entered into a definitive merger agreement, where XOMA Royalty will acquire all outstanding shares of HilleVax [1] Summary by Sections Merger Agreement Details - HilleVax stockholders will receive $1.95 in cash per share at the closing of the merger, along with a non-transferable contingent value right (CVR) for potential future payments [2] - The CVR includes rights to any remaining HilleVax cash exceeding $102.95 million, a portion of savings from XOMA Royalty's Boston office lease obligations, and 90% of net proceeds from the sale or licensing of HilleVax's norovirus vaccine programs within five years post-closing [2] Board Approval - HilleVax's Board of Directors has unanimously approved the merger agreement, determining it to be in the best interests of all stockholders [3] Tender Offer Process - XOMA Royalty will commence a tender offer by August 18, 2025, to acquire all outstanding shares of HilleVax common stock, with the closing expected in September 2025 [4] - The tender offer is contingent upon certain conditions, including the tender of a majority of HilleVax's outstanding shares and a minimum cash balance at closing [4] - Approximately 22.9% of HilleVax's common stockholders have signed support agreements to tender their shares in the offer [4] Advisory Roles - Leerink Partners is serving as the exclusive financial advisor to HilleVax, while Latham & Watkins LLP is providing legal counsel to HilleVax; Gibson, Dunn & Crutcher LLP is acting as legal counsel to XOMA Royalty [5] Company Profiles - HilleVax is a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines [6] - XOMA Royalty is a biotechnology royalty aggregator that acquires potential future economics associated with therapeutic candidates licensed to pharmaceutical or biotechnology companies [7]

Core Viewpoint - ESSA Pharma Inc. has entered into a definitive agreement with XenoTherapeutics, Inc. for Xeno to acquire all outstanding common shares of ESSA, with the transaction expected to close in the second half of 2025 [1][5]. Transaction Details - ESSA shareholders will receive a cash payment per common share based on ESSA's cash balance at closing, with an estimated total of approximately US$1.91 per common share, excluding contingent value rights (CVR) [2][3]. - Each ESSA shareholder will also receive one non-transferable CVR for each common share, entitling them to a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the transaction's close [2]. - The transaction requires approval from at least 66⅔% of votes cast by ESSA shareholders and securityholders, as well as court approval [5]. Company Strategy - The ESSA Board of Directors believes that the agreement with Xeno and XOMA Royalty maximizes shareholder value and provides a more certain value compared to liquidation [4]. - The transaction is structured to expedite cash distribution to shareholders, with an initial cash distribution application to be made to the Supreme Court of British Columbia [3]. Advisory and Support - Leerink Partners is serving as the exclusive financial advisor to ESSA, with legal counsel provided by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [9]. - The transaction committee, composed of independent directors, unanimously recommended the agreement to the Board, which has also approved the transaction [7][8]. Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing therapies for prostate cancer [10]. - XenoTherapeutics, Inc. is a non-profit biotechnology company focused on advancing xenotransplantation [11]. - XOMA Royalty Corporation is a biotechnology royalty aggregator that supports biotech companies by acquiring future economic rights [12].

Core Viewpoint - XOMA Royalty Corporation has entered into a definitive merger agreement to acquire Turnstone Biologics Corp for $0.34 in cash per share plus one non-transferable contingent value right (CVR) [1][3]. Group 1: Merger Agreement Details - The acquisition is unanimously approved by Turnstone's Board of Directors, which believes it is in the best interests of all stockholders [2]. - XOMA Royalty will commence a tender offer by July 11, 2025, to acquire all outstanding shares of Turnstone common stock, with the transaction expected to close in August 2025 [3]. - Approximately 25.2% of Turnstone stockholders have signed support agreements to tender their shares in the Offer [3]. Group 2: Company Profiles - XOMA Royalty is a biotechnology royalty aggregator that helps biotech companies by acquiring potential future economics associated with therapeutic candidates [5]. - Turnstone Biologics focuses on developing a differentiated approach to treat solid tumors through selected tumor-infiltrating lymphocyte therapy [6].

Group 1 - XOMA Royalty (XOMA) shares increased by 9% to close at $26.22, with trading volume significantly higher than usual, contrasting with a 3.2% loss over the past four weeks [1][2] - The rise in stock price is linked to positive investor sentiment regarding XOMA's growing portfolio of assets, which includes rights to future payments from therapeutic candidates [2] - The company reported strong financial results for Q1 2025, with expectations of a quarterly loss of $0.12 per share, reflecting a year-over-year change of +57.1%, and revenues projected at $9.43 million, down 15% from the previous year [3] Group 2 - The consensus EPS estimate for XOMA has been revised 33.9% higher in the last 30 days, indicating a positive trend that typically leads to price appreciation [4] - XOMA Royalty holds a Zacks Rank of 3 (Hold) and is part of the Zacks Medical - Biomedical and Genetics industry [5] - Another company in the same industry, Compugen (CGEN), saw a 0.6% decline in its stock price, with a consensus EPS estimate remaining unchanged at -$0.07, representing a year-over-year change of -250% [5][6]