STOCK TITAN

Artal Participations boosts Lexicon (NASDAQ: LXRX) stake with Series B preferred buy

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Artal Participations S.a r.l., a major holder in Lexicon Pharmaceuticals (LXRX), reported receiving an additional 41,289.58 shares of Lexicon’s Series B Convertible Preferred Stock at $65.00 per share on February 17, 2026. This purchase was made under a preferred stock purchase agreement tied to the underwriter’s partial exercise of its option to buy additional Lexicon common stock in an underwritten public offering.

Each share of this preferred stock will automatically convert into 50 shares of common stock once shareholders approve the conversion and other stated conditions are satisfied; until then, the shares are not convertible. After this transaction, Artal Participations S.a r.l. holds a total of 408,434.70 shares of Series B Convertible Preferred Stock indirectly, with related Artal entities and their principals disclaiming beneficial ownership except for any pecuniary interest described.

Positive

  • None.

Negative

  • None.
Insider Artal Participations S.a r.l., Artal International S.C.A., Artal International Management S.A., Artal Group S.A., Westend S.A., Stichting Administratiekantoor Westend, Wittouck Amaury
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Series B Convertible Preferred Stock 41,289.58 $65.00 $2.68M
Holdings After Transaction: Series B Convertible Preferred Stock — 408,434.7 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Pursuant to that certain preferred stock purchase agreement (the "Purchase Agreement") with the Issuer, dated as of January 29, 2026, in connection with the underwriter's partial exercise of their option to purchase additional shares of Issuer common stock par value $0.001 per share (the "Common Stock") in an underwritten public offering, Artal Participations S.a r.l. purchased an additional 41,289.58 shares of Issuer Series B Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock") at a price of $65.00 per share. Each share of Preferred Stock will automatically convert into 50 shares of Common Stock upon receipt of shareholder approval and the satisfaction of certain other conditions; however, absent the satisfaction of such conditions, the shares are not convertible. These securities are directly held by Artal Participations S.a r.l. The sole shareholder of Artal Participations S.a r.l. is Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Artal Participations S.a r.l.

(Last) (First) (Middle)
VALLEY PARK 44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Series B Convertible Preferred Stock 02/17/2026 A(1) 41,289.58 A $65 408,434.7 I See Footnotes(2)(3)(4)
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
1. Name and Address of Reporting Person*
Artal Participations S.a r.l.

(Last) (First) (Middle)
VALLEY PARK 44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Artal International S.C.A.

(Last) (First) (Middle)
VALLEY PARK, 44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Artal International Management S.A.

(Last) (First) (Middle)
VALLEY PARK, 44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Artal Group S.A.

(Last) (First) (Middle)
VALLEY PARK, 44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Westend S.A.

(Last) (First) (Middle)
VALLEY PARK, 44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stichting Administratiekantoor Westend

(Last) (First) (Middle)
H.J.E. WENCKEBACHWEG 252

(Street)
AMSTERDAM P7 1096 AS

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wittouck Amaury

(Last) (First) (Middle)
VALLEY PARK, 44, RUE DE LA VALLEE

(Street)
LUXEMBOURG N4 L-2661

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to that certain preferred stock purchase agreement (the "Purchase Agreement") with the Issuer, dated as of January 29, 2026, in connection with the underwriter's partial exercise of their option to purchase additional shares of Issuer common stock par value $0.001 per share (the "Common Stock") in an underwritten public offering, Artal Participations S.a r.l. purchased an additional 41,289.58 shares of Issuer Series B Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock") at a price of $65.00 per share. Each share of Preferred Stock will automatically convert into 50 shares of Common Stock upon receipt of shareholder approval and the satisfaction of certain other conditions; however, absent the satisfaction of such conditions, the shares are not convertible.
2. These securities are directly held by Artal Participations S.a r.l.
3. The sole shareholder of Artal Participations S.a r.l. is Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting.
4. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Remarks:
Invus Public Equities, L.P. directly holds 7,362,368 shares of Common Stock, Invus, L.P. directly owns 35,402,689 shares of Common Stock, Invus US Partners LLC directly owns 5,451,204 shares of Common Stock, Mr. Debbane directly owns 1,654,186 shares of Common Stock, Avicenna Life Sci Master Fund LP directly owns 1,538,462 shares of Common Stock and Artal Participations S.a r.l. directly owns 154,734,327 shares of Common Stock, which securities are reported on separate Form 4 filings. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of Invus, L.P.'s right to designate certain members of the Issuer's board of directors pursuant to a stockholders' agreement between the Issuer and Invus, L.P.
See Exhibit 99.1 02/19/2026
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Artal Participations report in Lexicon Pharmaceuticals (LXRX)?

Artal Participations S.a r.l. acquired 41,289.58 shares of Lexicon’s Series B Convertible Preferred Stock at $65.00 per share. The shares were purchased under a preferred stock purchase agreement linked to the underwriter’s partial exercise of an option in a public offering.

How many Series B preferred shares does Artal now hold in LXRX after this Form 4?

Following the reported transaction, Artal Participations S.a r.l. holds 408,434.70 shares of Lexicon’s Series B Convertible Preferred Stock. These shares are reported as indirectly owned, with related Artal entities generally disclaiming beneficial ownership except for any pecuniary interest they may have.

What are the conversion terms of Lexicon’s Series B Convertible Preferred Stock acquired by Artal?

Each share of Series B Convertible Preferred Stock will automatically convert into 50 shares of Lexicon common stock once shareholders approve the conversion and certain conditions are met. Until those shareholder approvals and conditions are satisfied, the preferred shares are not convertible into common stock.

Why was Artal’s preferred stock purchase in LXRX linked to an underwriter option?

Artal’s purchase of 41,289.58 preferred shares occurred under a preferred stock purchase agreement tied to the underwriter’s partial exercise of its option to purchase additional Lexicon common stock. This structure connects Artal’s investment to the broader underwritten public offering framework.

Which entity directly holds the newly acquired LXRX preferred shares reported in this Form 4?

The newly acquired Series B Convertible Preferred Stock is directly held by Artal Participations S.a r.l. Other listed Artal-related reporting persons, including holding companies and a foundation, disclaim beneficial ownership of each other’s holdings except for their respective pecuniary interests described in the filing footnotes.