Xenetic Biosciences (NASDAQ: XBIO) grants CEO/CFO 100,000 restricted shares

Rhea-AI Filing Summary

Xenetic Biosciences approved a new equity award for its Interim Chief Executive Officer and Chief Financial Officer, James Parslow, under its Amended and Restated Equity Incentive Plan. The grant consists of 100,000 shares of restricted stock, documented in a restricted stock award agreement dated April 21, 2026.

Of these shares, 7,000 vest immediately on the grant date. The remaining 93,000 shares will vest in three equal installments on each of the first, second, and third anniversaries of April 21, 2026. This structure is designed to tie Mr. Parslow’s compensation to ongoing service over several years.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Restricted stock grant: 100,000 shares Immediate vesting tranche: 7,000 shares Remaining restricted shares: 93,000 shares +1 more

4 metrics

Restricted stock grant 100,000 shares Award to Interim CEO and CFO James Parslow on <date>April 21, 2026</date>

Immediate vesting tranche 7,000 shares Vest on the grant date <date>April 21, 2026</date>

Remaining restricted shares 93,000 shares Vest in three equal annual installments after <date>April 21, 2026</date>

Exhibit 10.1 1 agreement Restricted Stock Award Agreement dated <date>April 21, 2026</date>

Key Terms

restricted stock, Amended and Restated Equity Incentive Plan, vesting, Exhibit 10.1

4 terms

restricted stock financial

"Mr. Parslow was granted 100,000 shares of restricted stock of the Company"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Amended and Restated Equity Incentive Plan financial

"approved a grant under the Xenetic Biosciences, Inc. Amended and Restated Equity Incentive Plan"

vesting financial

"The shares represented by the grant will vest and become exercisable as follows"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Exhibit 10.1 regulatory

"Restricted Stock Award Agreement between James Parslow and Xenetic Biosciences, Inc., dated April 21, 2026."

Understanding 8-K Material Events →

false 0001534525 0001534525 2026-04-21 2026-04-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 21, 2026

________________________

Xenetic Biosciences, Inc.

(Exact name of registrant as specified in charter)

Nevada		001-37937		45-2952962
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

945 Concord Street
Framingham, Massachusetts	01701
(Address of principal executive offices)	(Zip Code)

(781) 778-7720

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    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))

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, $0.001 par value per share		XBIO		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On April 21, 2026, the Compensation Committee of the Board of Directors of Xenetic Biosciences, Inc. (the “Company”) approved a grant   under the Xenetic Biosciences, Inc. Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”), to James Parslow, the Company’s Interim Chief Executive Officer and Chief Financial Officer, pursuant to the terms of a grant agreement, as follows: Mr. Parslow was granted 100,000 shares of restricted stock of the Company pursuant to a grant agreement, which is attached as Exhibit 10.1 hereto and is incorporated by reference. The shares represented by the grant will vest and become exercisable as follows: 7,000 shares shall vest on the date of grant and one-third of the remaining (93,000) shares shall vest on each of the first, second and third anniversaries of April 21, 2026.

The foregoing description of the grant agreement is intended only as a summary and is qualified in its entirety by reference to the actual terms of the grant agreement attached to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Restricted Stock Award Agreement between James Parslow and Xenetic Biosciences, Inc., dated April 21, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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 hereunto duly authorized.

	XENETIC BIOSCIENCES, INC.
	By:	/s/ James Parslow
Date: April 24, 2026	Name:	James Parslow
	Title:	Interim Chief Executive Officer and Chief Financial Officer

3

FAQ

What executive compensation action did Xenetic Biosciences (XBIO) disclose?

Xenetic Biosciences granted Interim CEO and CFO James Parslow 100,000 shares of restricted stock. The award was made under the company’s Amended and Restated Equity Incentive Plan and is governed by a restricted stock award agreement dated April 21, 2026.

How do the 100,000 restricted shares for Xenetic Biosciences’ CEO/CFO vest?

The grant vests partly immediately and mostly over three years. 7,000 restricted shares vest on the April 21, 2026 grant date, while the remaining 93,000 vest in three equal installments on the first, second, and third anniversaries of that date, encouraging continued service.

Who received the new restricted stock grant at Xenetic Biosciences (XBIO)?

Interim Chief Executive Officer and Chief Financial Officer James Parslow received the restricted stock grant. The award totals 100,000 shares and was approved by the Compensation Committee, aligning his compensation with the company’s long-term performance and retention objectives through multi-year vesting.

Under which plan was Xenetic Biosciences’ restricted stock award granted?

The award was granted under the Xenetic Biosciences, Inc. Amended and Restated Equity Incentive Plan. This plan provides the framework for equity-based compensation, and the specific terms for James Parslow’s 100,000-share restricted stock grant are set out in an accompanying award agreement.

What exhibits were filed with Xenetic Biosciences’ 8-K about the restricted stock grant?

The company filed the Restricted Stock Award Agreement between Xenetic Biosciences and James Parslow as Exhibit 10.1. It also included the Cover Page Interactive Data File as Exhibit 104, embedded within the Inline XBRL version of the report for regulatory compliance.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 RESTRICTED STOCK AWARD AGREEMENT 31.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB