Xenon Pharmaceuticals (XENE) CLO sells shares to cover PSU taxes

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc. Chief Legal Officer Andrea DiFabio reported equity compensation vesting and a related share sale. On March 9, 2026, 7,500 Performance Share Units vested based on the Board’s milestone assessment and were converted into 7,500 Common Shares at $0.00 per share.

On March 10, 2026, DiFabio sold 2,607 Common Shares in an open‑market transaction at an average price of $60.108 per share under a pre‑arranged Rule 10b5‑1 sell‑to‑cover instruction to satisfy tax withholding on the PSU vesting, leaving 4,893 Common Shares held directly.

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^*

DiFabio Andrea

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		M		7,500(1)	A	(1)	7,500	D
Common Shares	03/10/2026		S(2)		2,607	D	$60.108	4,893	D

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
Performance Share Units	(1)	03/09/2026		A		7,500(1)		(1)	(1)	Common Shares	7,500	$0	7,500	D
Performance Share Units	(1)	03/09/2026		M			7,500	(1)	(1)	Common Shares	7,500	$0	0	D

Explanation of Responses:

1. Represents shares earned and vested under a performance share unit ("PSU") award granted to the reporting person on March 11, 2024. The number of shares earned is based on a determination by the issuer's Board of Directors of the achievement of one or more prescribed milestones under the terms of the PSU award agreement. The PSUs vested immediately upon such determination.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading arrangement, in the form of a durable sell-to-cover instruction, adopted by the reporting person on December 3, 2025, solely to satisfy tax withholding obligations related to the vesting of PSUs granted on March 11, 2024.

	/s/ Nathaniel Adams, Attorney-in-fact	03/11/2026
	** 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.

FAQ

What did Xenon Pharmaceuticals (XENE) insider Andrea DiFabio report in this Form 4?

Andrea DiFabio reported vesting of 7,500 Performance Share Units that converted into 7,500 Common Shares and an open‑market sale of 2,607 Common Shares. The filing reflects routine compensation vesting and a related share sale to address tax obligations.

How many Xenon Pharmaceuticals (XENE) shares did Andrea DiFabio sell and at what price?

Andrea DiFabio sold 2,607 Xenon Pharmaceuticals Common Shares at an average price of $60.108 per share. The transaction was executed as an open‑market sale intended to cover tax withholding obligations linked to the vesting of performance share units.

What equity awards vested for Xenon Pharmaceuticals (XENE) Chief Legal Officer Andrea DiFabio?

7,500 Performance Share Units vested for Andrea DiFabio, earned under a PSU award granted on March 11, 2024. The number of shares was determined by the Board based on milestone achievement, and the PSUs immediately converted into 7,500 Common Shares at no exercise price.

Was the Xenon Pharmaceuticals (XENE) share sale under a Rule 10b5-1 plan?

Yes. The reported sale of 2,607 Common Shares was executed under a Rule 10b5‑1 trading arrangement. The durable sell‑to‑cover instruction was adopted on December 3, 2025, solely to satisfy tax withholding obligations arising from the vesting of PSUs granted in March 2024.

How many Xenon Pharmaceuticals (XENE) shares does Andrea DiFabio hold after these transactions?

Following the Form 4 transactions, Andrea DiFabio directly holds 4,893 Xenon Pharmaceuticals Common Shares. This reflects the 7,500 shares received from PSU conversion on March 9, 2026, minus the 2,607 shares sold on March 10, 2026, in the Rule 10b5‑1 tax‑related transaction.

What type of transaction is the Performance Share Unit activity in Xenon Pharmaceuticals (XENE) Form 4?

The Performance Share Unit activity reflects a grant/award acquisition and subsequent derivative exercise. PSUs granted earlier vested after milestone review, then were exercised or converted into 7,500 Common Shares at $0.00, representing non‑cash compensation rather than an open‑market purchase.