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

Rhea-AI Filing Summary

LEXICON PHARMACEUTICALS, INC. senior vice president Rachel Yap Martens reported equity compensation activity involving restricted stock units and common shares. On February 28, 2026, she exercised 67,090 restricted stock units, converting them into 67,090 shares of common stock at a price of $0.00 per share.

In a related tax event on the same date, 35,826 common shares were disposed of at $1.47 per share to satisfy tax withholding obligations, as described in the footnotes. After these transactions, she held 31,264 shares of common stock and 134,180 restricted stock units directly. Each restricted stock unit represents the right to receive one share of common stock and vests in three equal annual installments each February 28 following the grant year.

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^*

Martens Rachel Yap

(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, Partnerships & Corp Strat

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		67,090	A	(1)	67,090	D
Common Stock	02/28/2026		F(2)		35,826	D	$1.47	31,264	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			67,090	(3)	(3)	Common Stock	67,090	(1)	134,180	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/ Rachel Y. Martens	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 Rachel Yap Martens report?

Rachel Yap Martens reported exercising 67,090 restricted stock units into 67,090 common shares, then disposing of 35,826 common shares at $1.47 per share to cover tax withholding, leaving 31,264 common shares and 134,180 restricted stock units held directly.

How many Lexicon Pharmaceuticals (LXRX) RSUs did the SVP convert to common stock?

The SVP converted 67,090 restricted stock units into 67,090 shares of Lexicon Pharmaceuticals common stock at $0.00 per share. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting, according to the filing footnotes.

Why were 35,826 LXRX common shares disposed of in this Form 4 filing?

The 35,826 Lexicon common shares were withheld by the company to satisfy the shareholder’s tax withholding obligations related to the restricted stock unit conversion. This tax-withholding disposition used a price of $1.47 per share, as disclosed in the transaction details and footnotes.

What are Rachel Yap Martens’ Lexicon (LXRX) holdings after these transactions?

After the reported transactions, Rachel Yap Martens directly held 31,264 shares of Lexicon common stock and 134,180 restricted stock units. These amounts reflect the RSU exercise, the tax-related share withholding, and the remaining equity positions reported as directly owned in the Form 4.

How do the LXRX restricted stock units vest for the reporting executive?

The restricted stock units vest in three equal installments. One-third of the shares underlying the RSUs vest on February 28 of each of the three years following the year of grant, as specified in the footnote describing the vesting schedule for these equity awards.

Does the Form 4 for LXRX indicate an open-market stock purchase or sale?

The Form 4 does not show an open-market trade. It reports a derivative exercise converting restricted stock units into common shares and a related tax-withholding disposition, where shares were withheld by the company to cover tax obligations, rather than voluntarily sold in the market.