Lexicon (NASDAQ: LXRX) expands share pools and converts Series B preferred

Rhea-AI Filing Summary

Lexicon Pharmaceuticals, Inc. converted its Series B Convertible Preferred Stock into common shares and expanded its equity plans and authorized share capital. On April 30, 2026, all 408,434.7 outstanding Series B preferred shares were automatically converted into 20,421,735 shares of common stock at a 50-to-1 ratio under the existing terms, relying on a Section 3(a)(9) exemption.

Stockholders approved a 2026 Equity Incentive Plan, increasing the common stock available for awards from 75,000,000 to 90,000,000 shares, and a 2026 Non-Employee Directors’ Equity Incentive Plan, increasing its pool from 4,000,000 to 6,000,000 shares. Both plans now run through February 12, 2036. Lexicon also filed a Seventh Amended and Restated Certificate of Incorporation, effective on filing, raising authorized common stock from 450,000,000 to 900,000,000 shares, with related charter and equity plan items and auditor ratification approved at the annual meeting.

Insights

Equity & Capital Structure Analyst

Lexicon converts preferred stock and materially expands its share capacity.

Lexicon Pharmaceuticals converted 408,434.7 Series B preferred shares into 20,421,735 common shares at a fixed 50-to-1 ratio. The preferred had originally been sold at $65.00 per share in a private placement, and the conversion used a Section 3(a)(9) exemption with no additional consideration.

Stockholders approved a 2026 Equity Incentive Plan, lifting the share pool from 75,000,000 to 90,000,000 common shares, and a 2026 Non-Employee Directors’ Equity Incentive Plan, increasing its pool from 4,000,000 to 6,000,000 shares. Both plans now extend to February 12, 2036, supporting long-term equity-based compensation.

A Seventh Amended and Restated Certificate of Incorporation became effective, raising authorized common stock from 450,000,000 to 900,000,000 shares. This significantly enlarges the company’s capacity to issue equity in the future; the actual impact will depend on how much of this authorization and the expanded plan pools are used over time.

8-K Event Classification

5 items: 3.02, 5.02, 5.03, 5.07, 9.01

5 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Preferred-to-common conversion ratio: 50 shares common per preferred share Series B preferred shares converted: 408,434.7 shares Common shares issued on conversion: 20,421,735 shares +4 more

7 metrics

Preferred-to-common conversion ratio 50 shares common per preferred share Series B Convertible Preferred Stock terms

Series B preferred shares converted 408,434.7 shares Outstanding immediately prior to April 30, 2026 conversion

Common shares issued on conversion 20,421,735 shares Result of Series B preferred conversion

Preferred stock issue price $65.00 per share Original sale of Series B preferred in private placement

Equity Incentive Plan pool increase 75,000,000 to 90,000,000 shares 2026 Equity Incentive Plan common stock available

Directors’ Plan pool increase 4,000,000 to 6,000,000 shares 2026 Non-Employee Directors’ Equity Incentive Plan

Authorized common stock increase 450,000,000 to 900,000,000 shares Seventh Amended and Restated Certificate of Incorporation

Key Terms

Section 3(a)(9) of the Securities Act, Series B Convertible Preferred Stock, 2026 Equity Incentive Plan, 2026 Non-Employee Directors’ Equity Incentive Plan, +2 more

6 terms

Section 3(a)(9) of the Securities Act regulatory

"The shares of Common Stock issued pursuant to the conversion were issued in reliance upon an exemption from registration set forth in Section 3(a)(9) of the Securities Act"

Series B Convertible Preferred Stock financial

"each outstanding share of our Series B Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), was converted"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

2026 Equity Incentive Plan financial

"our stockholders approved (a) our 2026 Equity Incentive Plan, amended and restating our existing 2017 Equity Incentive Plan"

2026 Non-Employee Directors’ Equity Incentive Plan financial

"and (b) our 2026 Non-Employee Directors’ Equity Incentive Plan, amending and restating our existing 2017 Non-Employee Directors’ Equity Incentive Plan"

Seventh Amended and Restated Certificate of Incorporation regulatory

"we filed a Seventh Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware"

broker Non-Votes financial

"Name of Director | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

0001062822FALSE--12-31Nasdaq00010628222026-04-302026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2026

Lexicon Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware			000-30111			76-0474169
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

2445 Technology Forest Blvd., 11th Floor

The Woodlands, Texas 77381

(Address of principal executive offices and Zip Code)

(281) 863-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001			LXRX			The Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sale of Equity Securities

On April 30, 2026, each outstanding share of our Series B Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), was converted (the “conversion”) into 50 shares of our common stock, par value $0.001 per share (the “Common Stock”). 408,434.7 shares of Preferred Stock were outstanding immediately prior to the conversion, and 20,421,735 shares of Common Stock were issued as a result of the conversion. The Preferred Stock was sold in a previously announced private placement pursuant to a Preferred Stock Purchase Agreement at a price of $65.00 per share. The shares of Common Stock issued upon the conversion were issued pursuant to the terms of the Certificate of Designations of Series B Convertible Preferred Stock, which, among other things, provided for the automatic conversion of the Preferred Stock upon the satisfaction of certain conditions without any investment decision required of the holder thereof, and thus did not constitute a “sale” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The shares of Common Stock issued pursuant to the conversion were issued in reliance upon an exemption from registration set forth in Section 3(a)(9) of the Securities Act, as the securities were issued to only the holder of Preferred Stock and no commission or other remuneration was paid or given directly or indirectly for the solicitation of the conversion.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 30, 2026, our stockholders approved (a) our 2026 Equity Incentive Plan, amended and restating our existing 2017 Equity Incentive Plan and increasing the total number of shares of our common stock that may be issued pursuant to stock awards granted under the plan from 75,000,000 to 90,000,000, all of which may be granted as stock options, and (b) our 2026 Non-Employee Directors’ Equity Incentive Plan, amending and restating our existing 2017 Non-Employee Directors’ Equity Incentive Plan and increasing the total number of shares of our common stock that may be issued pursuant to stock awards granted under the plan from 4,000,000 to 6,000,000. The terms of each of the 2026 Equity Incentive Plan and 2026 Non-Employee Directors’ Equity Incentive Plan were extended until February 12, 2036, the tenth anniversary of the earlier of the date such amended and restated plans were adopted by our board of directors or approved by our stockholders.

The foregoing summary does not purport to be complete and is qualified in its entirety by our 2026 Equity Incentive Plan and 2026 Non-Employee Directors’ Equity Incentive Plan, copies of which are attached to this report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 30, 2026, we filed a Seventh Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which became effective on the filing date. The Seventh Amended and Restated Certificate of Incorporation increases the number of shares of our authorized Common Stock from 450,000,000 to 900,000,000.

The foregoing summary does not purport to be complete and is qualified in its entirety by our Seventh Amended and Restated Certificate of Incorporation, a copy of which is attached to this report as Exhibit 3.1 and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders was held on April 30, 2026 to consider and vote on the following proposals. The voting results with respect to each matter are set forth below:

(1)			Election of Class II Directors
			Name of Director			For			Withheld			Broker Non-Votes
			Samuel L. Barker, Ph.D.			297,300,686			5,122,476			44,263,056
			Christopher J. Sobecki			298,276,486			4,146,676			44,263,056
			Judith L. Swain, M.D.			297,407,977			5,015,185			44,263,056

						For			Against			Abstain			Broker Non-Votes
(2)			Ratification and approval of the Company’s Seventh Amended and Restated Certificate of Incorporation			297,742,443			4,445,276			235,443			44,263,056
						For			Against			Abstain			Broker Non-Votes
(3)			Approval of the Company’s 2026 Equity Incentive Plan			294,995,982			7,116,668			310,512			44,263,056
						For			Against			Abstain			Broker Non-Votes
(4)			Approval of the Company’s 2026 Non-Employee Directors’ Equity Incentive Plan			294,908,842			7,112,300			402,020			44,263,056
						For			Against			Abstain			Broker Non-Votes
(5)			Advisory vote to approve the compensation paid to the Company’s named executive officers			294,969,542			6,947,006			506,614			44,263,056
						For			Against			Abstain			Broker Non-Votes
(6)			Ratification and approval of the appointment of Ernst & Young LLP as Company's independent auditors for the fiscal year ending December 31, 2026			344,266,630			2,225,211			194,377			—

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.			Description
3.1			—			Seventh Amended and Restated Certificate of Incorporation
10.1			—			2026 Equity Incentive Plan
10.2			—			2026 Non-Employee Directors’ Equity Incentive Plan
EX-104			—			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Lexicon Pharmaceuticals, Inc.
Date: April 30, 2026			By:			/s/ Brian T. Crum
						Brian T. Crum
						Senior Vice President and General Counsel

FAQ

What did Lexicon Pharmaceuticals (LXRX) announce about its preferred stock conversion?

Lexicon converted all 408,434.7 outstanding Series B Convertible Preferred Stock shares into 20,421,735 common shares at a 50-to-1 ratio. The automatic conversion followed the existing Certificate of Designations and was executed under a Section 3(a)(9) Securities Act exemption without additional consideration or commissions.

How many Lexicon (LXRX) common shares were issued in the Series B conversion?

The company issued 20,421,735 shares of common stock upon converting 408,434.7 Series B preferred shares at a 50-to-1 exchange ratio. These common shares went to the existing preferred holder under Section 3(a)(9), with no commission or other remuneration paid for soliciting the conversion.

What changes did Lexicon (LXRX) make to its 2026 Equity Incentive Plan?

Stockholders approved the 2026 Equity Incentive Plan, increasing the common stock available for awards from 75,000,000 to 90,000,000 shares. All 90,000,000 shares may be granted as stock options, and the plan’s term was extended until February 12, 2036, supporting long-term employee equity incentives.

How did Lexicon (LXRX) modify the Non-Employee Directors’ Equity Incentive Plan?

Lexicon’s 2026 Non-Employee Directors’ Equity Incentive Plan, approved by stockholders, raises the share pool from 4,000,000 to 6,000,000 common shares. The plan amends and restates the 2017 version and now runs until February 12, 2036, providing ongoing equity-based compensation for non-employee directors.

How much authorized common stock does Lexicon Pharmaceuticals (LXRX) now have?

Under its Seventh Amended and Restated Certificate of Incorporation, Lexicon increased authorized common stock from 450,000,000 to 900,000,000 shares. The amendment became effective upon filing in Delaware and provides significantly greater flexibility for future equity issuances, subject to board and stockholder decisions.

What key proposals did Lexicon (LXRX) stockholders approve at the 2026 annual meeting?

Stockholders elected three Class II directors and approved the Seventh Amended and Restated Certificate of Incorporation, the 2026 Equity Incentive Plan, and the 2026 Non-Employee Directors’ Equity Incentive Plan. They also gave advisory approval to executive compensation and ratified Ernst & Young LLP as independent auditors for the 2026 fiscal year.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 48.6 KB
• EX-10.2 EX-10.2 33.9 KB

Other Documents

• EX-3.1 EX-3.1 44.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB