Xenon Pharmaceuticals (XENE) CEO discloses December 2025 share sale activity

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc.’s president and CEO, who is also a director, reported open-market sales of company common shares under a Rule 10b5-1 trading plan. On 12/05/2025 the insider sold 14,375 common shares at a weighted-average price of $45.03 per share. On 12/08/2025 additional trades involved 8,820 shares at a weighted-average $45.59 and 2,010 shares at a weighted-average $46.32, each executed in multiple transactions within stated price ranges. Following these sales, the insider beneficially owns 6,000 common shares directly and 14,300 common shares indirectly through a spouse; the Rule 10b5-1 trading plan was adopted on September 27, 2024.

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

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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).

X

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^*

MORTIMER IAN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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
Common Shares	12/05/2025		S(1)		14,375	D	$45.03(2)	16,830	D
Common Shares	12/08/2025		S(1)		8,820	D	$45.59(3)	8,010	D
Common Shares	12/08/2025		S(1)		2,010	D	$46.32(4)	6,000	D
Common Shares								14,300	I	By Spouse

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 27, 2024.

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, of shares sold. These share were sold in multiple transactions at prices ranging from $45.00 to $45.135, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, of shares sold. These share were sold in multiple transactions at prices ranging from $45.02 to $46.013, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

4. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, of shares sold. These share were sold in multiple transactions at prices ranging from $46.02 to $46.49, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

	/s/ Nathaniel Adams, Attorney-in-fact	12/09/2025
	** 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).
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FAQ

Who is the reporting person in the Xenon Pharmaceuticals (XENE) insider transaction?

The reporting person is a director of Xenon Pharmaceuticals Inc. and also serves as its President & CEO, filing individually as one reporting person.

What Xenon Pharmaceuticals (XENE) share sales were reported in December 2025?

The insider reported selling 14,375 common shares on 12/05/2025 at a weighted-average price of $45.03, then 8,820 shares on 12/08/2025 at $45.59 and 2,010 shares on 12/08/2025 at $46.32, with each sale executed in multiple transactions within disclosed price ranges.

Were the Xenon Pharmaceuticals (XENE) insider sales made under a Rule 10b5-1 plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 27, 2024.

How many Xenon Pharmaceuticals (XENE) shares does the insider own after these transactions?

After the reported sales, the insider beneficially owns 6,000 common shares directly and 14,300 common shares indirectly through a spouse.

How were the reported sale prices for Xenon Pharmaceuticals (XENE) shares calculated?

For each sale date, the filing reports a weighted-average price in Column 4. The shares were sold in multiple transactions within price ranges of $45.00–$45.135, $45.02–$46.013, and $46.02–$46.49, respectively.

Was the Xenon Pharmaceuticals (XENE) filing made by one or multiple reporting persons?

The document indicates that the Form was filed by one reporting person, not by a group.