Takeda Pharmaceutical Co Ltd - Sep 17, 2025 Form 4 Insider Report for HilleVax, Inc. (HLVX)

Role: 10%+ Owner
Signature: /s/ Paul Sundberg, Authorized Signatory, Takeda Pharmaceutical Company Limited
Stock symbol: HLVX
Transactions as of: Sep 17, 2025
Transactions value $: -$13,111,800
Form type: 4
Date filed: 9/19/2025, 07:23 AM
Previous filing: Jan 25, 2024
SEC: View on sec.gov

Reporting Owners (2)

Name	Relationship	Address	Signature	Signature date	CIK
TAKEDA PHARMACEUTICAL CO LTD	10%+ Owner	1-1, NIHONBASHI-HONCHO 2-CHOME, CHUO-KU, TOKYO, JAPAN	/s/ Paul Sundberg, Authorized Signatory, Takeda Pharmaceutical Company Limited	2025-09-19	0001395064
Takeda Vaccines, Inc.	10%+ Owner	75 SIDNEY STREET, CAMBRIDGE	/s/ Max Heuer, Authorized signatory, Takeda Vaccines, Inc.	2025-09-19	0001905616

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HLVX	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$13.1M	-6.72M	-100%	$1.95	0	Sep 17, 2025	See Explanation of Responses	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Takeda Pharmaceutical Co Ltd is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	These shares were sold pursuant to the cash tender offer (the "Tender Offer") by XOMA Royalty Corporation, a Nevada corporation ("Parent") and XRA 4 Corp., a Delaware corporation and a wholly owned subsidiary of Parent, to purchase all of the outstanding shares of common stock of the Issuer at an offer price of (i) $1.95 per share of common stock and (ii) one non-transferable contractual contingent value right. The Tender Offer expired as scheduled at one minute after 11:59 p.m., Eastern Time, on September 15, 2025 (the "Expiration Time") and closing of the Tender Offer was announced on September 17, 2025. As all conditions to the Tender Offer were satisfied or waived, on September 17, 2025, Parent irrevocably accepted for payment all shares validly tendered into and not validly withdrawn from the Tender Offer and paid for all such shares in accordance with the Tender Offer.
F2	Takeda Pharmaceutical Company Limited has beneficial ownership of the reported securities, all of which are held directly by Takeda Vaccines, Inc., an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Vaccines, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.

Content

These shares were sold pursuant to the cash tender offer (the "Tender Offer") by XOMA Royalty Corporation, a Nevada corporation ("Parent") and XRA 4 Corp., a Delaware corporation and a wholly owned subsidiary of Parent, to purchase all of the outstanding shares of common stock of the Issuer at an offer price of (i) $1.95 per share of common stock and (ii) one non-transferable contractual contingent value right. The Tender Offer expired as scheduled at one minute after 11:59 p.m., Eastern Time, on September 15, 2025 (the "Expiration Time") and closing of the Tender Offer was announced on September 17, 2025. As all conditions to the Tender Offer were satisfied or waived, on September 17, 2025, Parent irrevocably accepted for payment all shares validly tendered into and not validly withdrawn from the Tender Offer and paid for all such shares in accordance with the Tender Offer.

Takeda Pharmaceutical Company Limited has beneficial ownership of the reported securities, all of which are held directly by Takeda Vaccines, Inc., an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Vaccines, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.

Remarks:

Intentional misstatements or omissions of facts constitute Federal Criminal Violations.