Ligand Announces Pricing of Upsized $625 Million Convertible Senior Notes Offering

• Opportunistic capital raise with proceeds used to enhance financial flexibility
• A portion of the proceeds to be used to purchase call spreads and to fund concurrent share repurchase intended to offset potential dilution to Ligand’s common stock upon conversion of the notes

JUPITER, Fla., June 23, 2026 (GLOBE NEWSWIRE) -- Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) (“Ligand”) announced today the pricing of $625.0 million aggregate principal amount of 0.0% convertible senior notes due 2031 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Ligand also granted the initial purchasers of the notes (the “initial purchasers”) an option to purchase, during a 13-day period beginning on, and including, the first date on which the notes are issued, up to an additional $75.0 million aggregate principal amount of notes. The sale of the notes is expected to close on June 25, 2026, subject to customary closing conditions.

Key Elements of Transaction

The notes will be general unsecured, senior obligations of Ligand and will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased.

Use of Proceeds

Ligand estimates that the net proceeds from the offering will be approximately $605.3 million (or approximately $678.2 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting fees and estimated expenses. Ligand intends to use approximately $72.9 million of the net proceeds from the offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Ligand from the sale of the warrants in the warrant transactions described below). In addition, Ligand expects to use approximately $60 million of the net proceeds from this offering to repurchase 228,859 shares of its common stock from certain purchasers of the notes in privately negotiated transactions, as described below. Ligand expects to use the remaining net proceeds from the offering, together with cash on hand, for general corporate purposes including investing in complementary businesses, companies, products and technologies, although Ligand has no present commitments or agreements to do so beyond its previously announced agreement to acquire Xoma Royalty Corporation. If the initial purchasers exercise their option to purchase additional notes, Ligand expects to sell additional warrants to the option counterparties and use a portion of the net proceeds from the sale of the additional notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions and the remaining net proceeds for general corporate purposes.

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