Ligand Pharmaceuticals Inc.

12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Espinoza Octavio
2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [LGND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
555 HERITAGE DRIVE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
(Street)
JUPITER, FL 33458
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/16/2025 M 1,194 A $52.84 27,380 D
Common Stock 12/16/2025 M 69 A $57.22 27,449 D
Common Stock 12/16/2025 M 285 A $63.62 27,734 D
Common Stock 12/16/2025 M 652 A $92.65 28,386 D
Common Stock 12/16/2025 M 181 A $103.42 28,567 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $52.84 12/16/2025 M 1,194 (1) 05/05/2032 Common Stock 1,194 $ 0 972 D
Employee Stock Option (right to buy) $57.22 12/16/2025 M 69 (2) 10/01/2030 Common Stock 69 $ 0 7,171 D
Employee Stock Option (right to buy) $63.62 12/16/2025 M 285 (3) 12/13/2032 Common Stock 285 $ 0 18,171 D
Employee Stock Option (right to buy) $92.65 12/16/2025 M 652 (4) 03/02/2028 Common Stock 652 $ 0 2,405 D
Employee Stock Option (right to buy) $103.42 12/16/2025 M 181 (5) 02/03/2031 Common Stock 181 $ 0 4,186 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Espinoza Octavio
555 HERITAGE DRIVE
SUITE 200
JUPITER, FL 33458
Chief Financial Officer

Signatures

By: /s/ Andrew Reardon, Attorney-in-Fact For: Octavio Espinoza 12/18/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The stock option vests as to approximately 55% of the underlying shares in 12 substantially equal monthly installments beginning on January 5, 2025, and approximately 45% of the underlying shares in two substantially equal monthly installments thereafter.
(2) As per the separation of OmniAb Inc. from the issuer, 4,096 stock options were vested and exercisable as of November 1, 2022, whereas 3,766 options vest in 23 substantially equal monthly installments beginning on December 1, 2022.
(3) Grant to reporting person of stock options that will vest and become exercisable over a 4-year period measured from December 5, 2022, with 12-1/2% of the shares subject to the stock options vesting on the date that is six months after December 5, 2022 and the remaining stock options vesting in 42 equal monthly installments thereafter.
(4) The stock option is fully vested and exercisable.
(5) The stock option vests as to 50% of the underlying shares on January 3, 2025 and as to the remaining on February 3, 2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Ligand Pharmaceuticals Inc. published this content on December 18, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 18, 2025 at 21:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]