Lexicon Pharmaceuticals (LXRX) SVP converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Lexicon Pharmaceuticals senior vice president Wendy McDermott reported multiple equity award transactions involving restricted stock units and common stock. On February 28, 2026, she exercised or converted several blocks of restricted stock units into common shares at a stated price of $0.00 per share, including a tranche of 144,393 restricted stock units that became common stock. Each restricted stock unit represents the right to receive one share of common stock, and the units vest in three equal annual installments each February 28 following the grant year.

On the same date, 68,107 common shares were withheld at $1.47 per share to satisfy tax withholding obligations, a non‑market transaction classified as a tax‑withholding disposition. After these transactions, McDermott continued to hold common stock directly, reflecting equity compensation rather than open‑market trading.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McDermott Wendy

(Last) (First) (Middle)

2445 TECHNOLOGY FOREST BLVD.

11TH FLOOR

(Street)

THE WOODLANDS TX 77381

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXICON PHARMACEUTICALS, INC. [ LXRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

4. If Amendment, Date of 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

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	02/28/2026		M		27,697	A	(1)	149,343	D
Common Stock	02/28/2026		M		52,316	A	(1)	201,659	D
Common Stock	02/28/2026		M		144,393	A	(1)	346,052	D
Common Stock	02/28/2026		F(2)		68,107	D	$1.47	277,945	D

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(1)	02/28/2026		M			27,697	(3)	(3)	Common Stock	27,697	(1)	0	D
Restricted Stock Units	(1)	02/28/2026		M			52,316	(3)	(3)	Common Stock	52,316	(1)	52,317	D
Restricted Stock Units	(1)	02/28/2026		M			144,393	(3)	(3)	Common Stock	144,393	(1)	288,787	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. Withholding of a portion of issued shares by the Company in satisfaction of shareholder's tax withholding obligations with respect thereto.

3. Restricted stock units vest with respect to 1/3 of the shares subject to the restricted stock units on February 28 of each of the three years following the year of grant.

	/s/ Wendy E. McDermott	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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FAQ

What insider transactions did LXRX executive Wendy McDermott report on February 28, 2026?

Wendy McDermott reported exercising multiple restricted stock unit awards into common stock and a related tax-withholding disposition. Several RSU tranches converted at $0.00 per share, while 68,107 common shares were withheld at $1.47 per share to cover tax obligations.

Were Wendy McDermott’s LXRX transactions open-market stock purchases or sales?

The reported LXRX transactions were not open-market buys or sells. They involved exercises or conversions of restricted stock units into common stock and a tax-withholding share disposition, where shares were withheld to satisfy tax liabilities rather than sold in the market.

How many Lexicon common shares were withheld for Wendy McDermott’s taxes?

A total of 68,107 Lexicon common shares were withheld for Wendy McDermott’s tax obligations. The withholding price was $1.47 per share, and this was recorded as a tax-withholding disposition rather than a regular market sale of stock.

What do Wendy McDermott’s restricted stock units in LXRX represent?

Each restricted stock unit reported by Wendy McDermott represents a contingent right to receive one share of Lexicon common stock. These RSUs convert into shares as they vest, providing equity compensation that aligns the executive’s interests with long-term shareholder value.

What is the vesting schedule for Wendy McDermott’s LXRX restricted stock units?

The restricted stock units vest in three equal installments over three years. Specifically, one-third of the RSUs vest on February 28 of each of the three years following the year of grant, subject to the standard conditions outlined in the award terms.

Did Wendy McDermott increase her direct ownership of LXRX common stock?

McDermott’s direct ownership increased through RSU exercises that delivered new common shares, then decreased when 68,107 shares were withheld for taxes. The filing shows both acquisition from conversions and a non-market tax-withholding disposition impacting her net holdings.