Major holder Artal group converts LXRX (LXRX) Series B preferred into 20.4M common shares

Rhea-AI Filing Summary

LEXICON PHARMACEUTICALS, INC. (LXRX) insider group led by Artal entities reported an internal restructuring of their stake. Artal Participations S.a r.l. had previously acquired 408,434.70 shares of Series B convertible preferred stock at $65.00 per share. Each preferred share automatically converted into 50 shares of common stock once shareholder approval and other conditions were satisfied, which occurred on April 30, 2026. As a result, 408,434.70 preferred shares converted into 20,421,735 shares of common stock. Following the conversion, Artal Participations S.a r.l. indirectly holds 175,156,062 shares of common stock, reflecting a large, ongoing position rather than an open-market purchase or sale.

Insights

Equity ownership & governance analyst

Large existing LXRX holder converted preferred shares into common, increasing transparency but not signaling a new buy.

The reporting entities associated with Artal Participations S.a r.l. converted 408,434.70 shares of Series B convertible preferred stock into 20,421,735 common shares after shareholder approval and other conditions were met. This follows an earlier acquisition of the preferred shares at $65.00 per share.

The filing shows an internal shift from preferred to common equity rather than open-market buying or selling. After conversion, Artal Participations S.a r.l. indirectly holds 175,156,062 common shares, underscoring its role as a major shareholder. The change mainly affects capital structure and voting alignment between preferred and common classes.

Because there are no discretionary market trades or new cash flows here, the informational signal is modest. The update clarifies ownership and confirms that the conditional terms tied to shareholder approval were satisfied on April 30, 2026, completing this stage of the financing structure.

Insider Trade Summary

408,434.7 shares exercised/converted

Mixed 3 txns

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 null | null | null | null | null | null | null

Type	Security	Shares	Price	Value
Grant/Award	Series B Convertible Preferred Stock	408,434.7	$0.00	--
Exercise	Series B Convertible Preferred Stock	408,434.7	$0.00	--
Exercise	Common Stock	20,421,735	$0.00	--

Holdings After Transaction: Series B Convertible Preferred Stock — 408,434.7 shares (Indirect, See Footnotes); Common Stock — 175,156,062 shares (Indirect, See Footnotes)

Footnotes (1)

1. Pursuant to the terms of a Preferred Stock Purchase Agreement, dated as of January 29, 2026, Artal Participations S.a r.l. acquired an aggregate of 408,434.70 shares of Series B convertible preferred stock, $0.01 par value per share (the "Preferred Stock") of the Issuer at a price of $65.00 per share. Each share of Preferred Stock would automatically convert into 50 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") upon receipt of shareholder approval and the satisfaction of certain other conditions (the "Conditions"); however, absent the satisfaction of such conditions, the shares were not convertible, and as such, the Preferred Stock was originally reported on Table I. On April 30, 2026, all Conditions were met, and the 408,434.70 shares of Preferred Stock became derivative securities and automatically converted into 20,421,735 shares of Issuer Common Stock. 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.

Key Figures

Preferred shares acquired: 408,434.70 shares Preferred share price: $65.00 per share Conversion ratio: 50 common shares per preferred share +2 more

5 metrics

Preferred shares acquired 408,434.70 shares Series B convertible preferred stock acquired at $65.00 per share

Preferred share price $65.00 per share Price paid for Series B convertible preferred stock

Conversion ratio 50 common shares per preferred share Automatic conversion terms after shareholder approval and conditions

Common shares from conversion 20,421,735 shares Common stock received when preferred automatically converted on April 30, 2026

Common shares held after 175,156,062 shares Indirect common stock holdings following the conversion

Key Terms

Series B convertible preferred stock, automatic conversion, Preferred Stock Purchase Agreement, pecuniary interest, +1 more

5 terms

Series B convertible preferred stock financial

"acquired an aggregate of 408,434.70 shares of Series B convertible preferred stock"

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.

automatic conversion financial

"Each share of Preferred Stock would automatically convert into 50 shares of the Issuer's common stock"

Preferred Stock Purchase Agreement financial

"Pursuant to the terms of a Preferred Stock Purchase Agreement, dated as of January 29, 2026"

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein"

Section 16 regulatory

"for purposes of Section 16 of the Exchange Act or for any other purpose"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 Insider Transactions: What Each Field Means →

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 LUXEMBOURG L-2661

(City) (State) (Zip)

LUXEMBOURG

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/30/2026		M(1)		20,421,735	A	$0	175,156,062	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
Series B Convertible Preferred Stock	(1)	04/30/2026		A		408,434.7		(1)	(1)	Common Stock	20,421,735	(1)	408,434.7	I	See Footnotes(2)(3)(4)
Series B Convertible Preferred Stock	(1)	04/30/2026		M			408,434.7	(1)	(1)	Common Stock	20,421,735	$0	0	I	See Footnotes(2)(3)(4)

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 LUXEMBOURG L-2661

(City) (State) (Zip)

LUXEMBOURG

(Country)

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 LUXEMBOURG L-2661

(City) (State) (Zip)

LUXEMBOURG

(Country)

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 LUXEMBOURG L-2661

(City) (State) (Zip)

LUXEMBOURG

(Country)

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 LUXEMBOURG L-2661

(City) (State) (Zip)

LUXEMBOURG

(Country)

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 LUXEMBOURG L-2661

(City) (State) (Zip)

LUXEMBOURG

(Country)

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 NETHERLANDS 1096 AS

(City) (State) (Zip)

NETHERLANDS

(Country)

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 LUXEMBOURG L-2661

(City) (State) (Zip)

LUXEMBOURG

(Country)

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 the terms of a Preferred Stock Purchase Agreement, dated as of January 29, 2026, Artal Participations S.a r.l. acquired an aggregate of 408,434.70 shares of Series B convertible preferred stock, $0.01 par value per share (the "Preferred Stock") of the Issuer at a price of $65.00 per share. Each share of Preferred Stock would automatically convert into 50 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") upon receipt of shareholder approval and the satisfaction of certain other conditions (the "Conditions"); however, absent the satisfaction of such conditions, the shares were not convertible, and as such, the Preferred Stock was originally reported on Table I. On April 30, 2026, all Conditions were met, and the 408,434.70 shares of Preferred Stock became derivative securities and automatically converted into 20,421,735 shares of Issuer Common Stock.

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 1,906,186 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 175,156,062 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	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Artal entities do in this Form 4 for LEXICON PHARMACEUTICALS (LXRX)?

They reported an internal restructuring, converting previously acquired Series B convertible preferred stock into common shares. This reflects an automatic conversion after conditions were met, not an open-market purchase or sale, and maintains their status as a major indirect shareholder.

How many LXRX preferred shares were converted and into how many common shares?

Artal Participations S.a r.l. converted 408,434.70 shares of Series B convertible preferred stock into 20,421,735 shares of common stock. Each preferred share automatically converted into 50 common shares once shareholder approval and other specified conditions were satisfied on April 30, 2026.

What price did Artal Participations S.a r.l. pay for the LXRX preferred stock?

It acquired 408,434.70 shares of Series B convertible preferred stock at a price of $65.00 per share. These preferred shares later became convertible securities and automatically converted into common stock after shareholder approval and satisfaction of defined conditions under the purchase agreement.

How many Lexicon Pharmaceuticals (LXRX) common shares does Artal now indirectly hold?

Following the automatic conversion, Artal Participations S.a r.l. indirectly holds 175,156,062 shares of common stock. This figure reflects its substantial ongoing ownership position after exchanging the Series B convertible preferred stock for additional common shares on April 30, 2026.

Does this LXRX Form 4 show insider buying or selling on the open market?

No. The transactions involve a grant and automatic conversion of Series B convertible preferred stock into common shares. There are no open-market purchases or sales; instead, the filing documents an internal capital structure change for an existing large shareholder group.

Who are the reporting persons in the LXRX Form 4 related to this conversion?

Reporting persons include Artal Participations S.a r.l. and affiliated entities such as Artal International S.C.A., Artal International Management S.A., Artal Group S.A., Westend S.A., Stichting Administratiekantoor Westend, and Amaury Wittouck, with various entities disclaiming beneficial ownership beyond their pecuniary interest.