Major XBiotech (XBIT) investor McKenzie reports 3.0M-share 9.76% stake

Rhea-AI Filing Summary

XBiotech Inc. shareholder W. Thorpe McKenzie filed an amended Schedule 13G reporting beneficial ownership of 3,006,259 common shares, representing 9.76% of XBiotech’s outstanding common shares as of December 31, 2025. This figure includes 302,500 shares issuable upon exercise of stock options that are exercisable within 60 days of that date.

McKenzie has sole voting and dispositive power over 2,899,971 shares and shared voting and dispositive power over 106,288 shares, which are held by related parties including the McKenzie Foundation, his spouse, and a trust for his stepchildren. He disclaims beneficial ownership of those related-party shares except to the extent of his pecuniary interest. The ownership percentage is based on 30,487,731 shares outstanding as of December 31, 2025 plus the option shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

XBIOTECH INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

98400H102

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98400H102

1

Names of Reporting Persons

W. Thorpe McKenzie

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,899,971.00
6	Shared Voting Power 106,288.00
7	Sole Dispositive Power 2,899,971.00
8	Shared Dispositive Power 106,288.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,006,259.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.76 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) These figures include shares of common stock underlying stock options held by the Reporting Person, including options that are immediately exercisable within 60 days of December 31, 2025. (2) Includes 66,748 shares held by the McKenzie Foundation, 31,864 shares held by Mr. McKenzie's spouse and 7,676 shares held in a Trust for Mr. McKenzie's stepchildren. (3) The Reporting Person's spouse owns, controls and holds sole dispositive power to 31,864 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The Reporting Person's Foundation owns, controls and holds sole dispositive power to 66,748 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The Reporting Person's stepchildren owns, controls and holds sole dispositive power to 7,676 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. (4) The percentage is calculated based upon a denominator that includes (i) 30,487,731 shares outstanding as of December 31, 2025 and (ii) 302,500 shares that are issuable upon the exercise of stock options by the Reporting Person.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: XBIOTECH INC.
(b)	Address of issuer's principal executive offices: 5217 Winnebago Ln, Austin, TX 78744
Item 2.
(a)	Name of person filing: W. Thorpe McKenzie
(b)	Address or principal business office or, if none, residence: 832 Georgia Avenue, Suite 1100 Chattanooga, TN 37402
(c)	Citizenship: USA
(d)	Title of class of securities: Common Shares, no par value
(e)	CUSIP No.: 98400H102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,006,259 shares
(b)	Percent of class: 9.76%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,899,971 shares
	(ii) Shared power to vote or to direct the vote: 106,288
	(iii) Sole power to dispose or to direct the disposition of: 2,899,971 shares
	(iv) Shared power to dispose or to direct the disposition of: 106,288
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

W. Thorpe McKenzie

Signature:	/s/ W. Thorpe McKenzie
Name/Title:	W. Thorpe McKenzie
Date:	01/23/2025

FAQ

What does the Schedule 13G/A filing for XBIT disclose about ownership?

The filing shows that W. Thorpe McKenzie beneficially owns 3,006,259 XBiotech common shares, which the filing states is 9.76% of the company’s common shares as of December 31, 2025.

How many XBiotech (XBIT) shares does W. Thorpe McKenzie control directly and indirectly?

McKenzie has sole voting and dispositive power over 2,899,971 shares and shared voting and dispositive power over 106,288 shares, for a total beneficial ownership of 3,006,259 shares.

How was the 9.76% ownership stake in XBiotech (XBIT) calculated?

The 9.76% ownership is based on a denominator that includes 30,487,731 shares outstanding as of December 31, 2025 plus 302,500 shares issuable upon exercise of McKenzie’s stock options.

What role do stock options play in W. Thorpe McKenzie’s XBiotech (XBIT) holdings?

The filing states that McKenzie’s beneficial ownership includes 302,500 shares underlying stock options that are exercisable within 60 days of December 31, 2025, which are counted in his 3,006,259-share total.

Which related parties hold XBiotech (XBIT) shares associated with W. Thorpe McKenzie?

The filing notes 66,748 shares held by the McKenzie Foundation, 31,864 shares held by McKenzie’s spouse, and 7,676 shares held in a trust for his stepchildren, for which he disclaims beneficial ownership except for his pecuniary interest.

Is W. Thorpe McKenzie part of a group under SEC rules in relation to XBiotech (XBIT)?

The Schedule 13G/A identifies W. Thorpe McKenzie as the reporting person and indicates that items regarding group membership and related classifications are Not Applicable in this filing.