XENE Form 4: CFO receives 225K options at $41.9 and 30K RSUs

Rhea-AI Filing Summary

Xenon Pharmaceuticals (XENE)10/15/2025, the officer received a stock option for 225,000 common shares at an exercise price of $41.9, expiring on 10/14/2035. The option vests 25% on October 15, 2026, with the remaining 75% vesting in equal monthly installments over the next three years.

The filing also reports 30,000 restricted share units (RSUs), vesting 25% on each of the first four anniversaries of the grant date, beginning October 15, 2026. The awards are reported as direct ownership.

10/17/2025 - 06:43 PM

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^*

Kelly Thomas Patrick

(Last) (First) (Middle)

3650 GILMORE WAY

(Street)

BURNABY A1 V5G 4W8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xenon Pharmaceuticals Inc. [ XENE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025

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

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
Share Option (Right to Buy)	$41.9	10/15/2025		A		225,000		(1)	10/14/2035	Common Shares	225,000	$0	225,000	D
Restricted Share Units	$0	10/15/2025		A		30,000		(2)	(2)	Common Shares	30,000	$0	30,000	D

Explanation of Responses:

1. Vesting 25% on October 15, 2026, and 75% vesting thereafter over the course of the next 3 years, in equal amounts, on the last day of each month.

2. Each restricted share unit represents a contingent right to receive one Common Share vesting 25% on each of the first four anniversaries of the date of grant, beginning on October 15, 2026.

	/s/ Nathaniel Adams, Attorney-in-fact	10/17/2025
	** 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 did XENE disclose in this Form 4?

Equity grants to the CFO: a stock option for 225,000 shares at $41.9 per share and 30,000 RSUs, both granted on 10/15/2025.

What is the exercise price and expiration for the new option grant?

The option has an exercise price of $41.9 and expires on 10/14/2035.

How do the CFO’s option awards vest?

The option vests 25% on 10/15/2026, with the remaining 75% vesting monthly in equal amounts over the next three years.

What is the RSU vesting schedule?

The 30,000 RSUs vest 25% on each of the first four anniversaries of the grant date, beginning 10/15/2026.

Who is the reporting person and role at XENE?

The reporting person is the company’s Chief Financial Officer, filing as an officer.

Is the reported ownership direct or indirect?

The awards are reported as direct (D) ownership.