Xilio Therapeutics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Xilio Therapeutics (Nasdaq: XLO) granted inducement stock options effective April 1, 2026, to two new employees totaling 3,257 shares under its 2022 Inducement Stock Incentive Plan. The options carry an exercise price of $8.48 per share and a 10-year term.

Vesting: 25% on the first anniversary of employment, then the remaining 75% in 36 equal monthly installments, subject to continued service and plan/option agreement terms.

News Market Reaction – XLO

-0.59%

-0.59% Session close to close

In the Apr 6 session, XLO declined 0.59%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a small inducement grant of 3,257 non-qualified stock options at an exerci...

Analysis

This announcement details a small inducement grant of 3,257 non-qualified stock options at an exercise price of $8.48 per share to two new employees, with a standard ten-year term and four-year vesting structure. Set against recent catalysts—earnings, a 1-for-14 reverse split, and multiple SEC filings—the news is largely administrative. Investors may focus more on pipeline milestones, collaboration revenues, cash runway through 2027, and insider buying trends when evaluating Xilio.

Key Figures

Inducement options granted: 3,257 shares Exercise price: $8.48 per share Option term: 10 years +5 more

8 metrics

Inducement options granted 3,257 shares New employee stock options under 2022 Inducement Plan effective April 1, 2026

Exercise price $8.48 per share Equal to XLO closing price on April 1, 2026

Option term 10 years Ten-year term for each non-qualified stock option

Initial vesting tranche 25% Cliff vesting on first anniversary of employment commencement

Remainder vesting 75% Vests in 36 equal monthly installments after first anniversary

Monthly vesting period 36 months Equal monthly installments following initial one-year cliff

Employees receiving grants 2 employees Non-qualified stock option inducement awards

Current share price $8.51 Pre-news price, modestly above $8.48 option exercise price

Historical Context

5 past events · Latest: Mar 23 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 23	Earnings and pipeline	Neutral	+0.0%	Reported 2025 results, pipeline timing, and cash runway through end of 2027.
Mar 17	Preclinical data news	Positive	+2.3%	Announced upcoming AACR presentation of new CLDN18.2 preclinical data.
Mar 12	Reverse stock split	Negative	-5.3%	Disclosed 1-for-14 reverse split to address Nasdaq minimum bid requirements.
Mar 02	Conference participation	Neutral	+2.4%	Announced fireside chat at Leerink Partners Global Healthcare Conference.
Mar 02	Inducement option grant	Neutral	+2.4%	Granted 50,050 inducement stock options to new employees under 2022 plan.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent XLO news, including pipeline updates and events, has generally seen modest or positive price alignment, while the reverse split corresponded with a negative reaction.

Recent Company History

Over the last month, Xilio reported Q4/full-year 2025 results with cash of $137.5M and runway through end of 2027, announced AACR preclinical data for its CLDN18.2 program, completed a 1-for-14 reverse split, and communicated conference participation plus prior inducement grants. Price reactions ranged from flat on earnings to a -5.31% drop on the reverse split, with several event-driven days posting small gains, suggesting generally orderly trading around corporate updates.

Key Terms

non-qualified stock options, nasdaq listing rule 5635(c)(4)

2 terms

non-qualified stock options financial

"the company granted non-qualified stock options to purchase 3,257 shares"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WALTHAM, Mass., April 03, 2026 (GLOBE NEWSWIRE) -- Xilio Therapeutics, Inc. (Nasdaq: XLO), a clinical-stage biotechnology company discovering and developing masked immuno-oncology therapies for people living with cancer, today announced that, effective April 1, 2026, the company granted non-qualified stock options to purchase 3,257 shares of its common stock to two new employees under Xilio Therapeutics’ 2022 Inducement Stock Incentive Plan.

The stock options have an exercise price of $8.48 per share, which is equal to the closing price of the company’s common stock on April 1, 2026. Each stock option has a ten-year term and will vest as to 25% of the shares underlying the stock option on the first anniversary following commencement of employment, and the remaining 75% of the shares underlying the stock option will vest in 36 equal monthly installments thereafter, subject to continued service with the company or any of its subsidiaries through each applicable vesting date.

The stock options are subject to the terms and conditions of Xilio Therapeutics’ 2022 Inducement Stock Incentive Plan, as well as the terms and conditions of the stock option agreement covering the grant and were made as an inducement material to the individual entering into employment with the company in accordance with Nasdaq Listing Rule 5635(c)(4).

About Xilio Therapeutics

Xilio Therapeutics is a clinical-stage biotechnology company discovering and developing masked immuno-oncology (I-O) therapies with the goal of significantly improving outcomes for people living with cancer without the systemic side effects of current I-O treatments. The company is leveraging its proprietary masking technology to advance a pipeline of novel, masked I-O molecules that are designed to optimize the therapeutic index by localizing anti-tumor activity within the tumor microenvironment. Learn more by visiting www.xiliotx.com and follow us on LinkedIn (Xilio Therapeutics, Inc.).

Investor Contact
Alex Lobo, Precision AQ
Alex.lobo@precisionaq.com

Media Contact
Josie Butler, 1AB
josie@1abmedia.com

FAQ

What exactly did Xilio Therapeutics (XLO) grant on April 1, 2026?

Xilio granted non-qualified stock options to purchase 3,257 shares to two new employees. According to the company, options have a $8.48 exercise price and a ten-year term, issued as inducements under Nasdaq Listing Rule 5635(c)(4).

How does the vesting schedule work for the XLO inducement stock options?

Vesting begins with 25% after one year, then monthly thereafter for 36 months. According to the company, the remaining 75% vests in 36 equal monthly installments, contingent on continued service through each vesting date.

What is the exercise price and how was it determined for XLO options?

The exercise price is $8.48 per share, equal to the April 1, 2026 closing price. According to the company, the exercise price matches the closing market price on the grant date for these inducement options.

Do the XLO stock options have an expiration date and other key terms?

Yes, each option has a ten-year term and is subject to the 2022 Inducement Stock Incentive Plan and option agreement terms. According to the company, standard plan provisions and continued service conditions apply to the grants.

Why were these XLO option grants made under Nasdaq Listing Rule 5635(c)(4)?

They were made as inducement awards to facilitate hiring of new employees. According to the company, the grants qualify as material inducements in accordance with Nasdaq Listing Rule 5635(c)(4).