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Xenon Pharmaceuticals (XENE) director exercises RSUs and gets new option award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xenon Pharmaceuticals director Dawn Svoronos reported routine equity compensation activity. Previously granted restricted share units vested into 2,645 Common Shares, and the company withheld 1,416 shares at $53.41 to cover income taxes, which the filing notes does not represent a sale.

Following these transactions, she directly holds 26,229 Common Shares. On the same date, she received new awards of 1,593 restricted share units and options for 10,507 shares with a $53.46 exercise price expiring on June 2, 2036, both vesting in full around the issuer’s 2027 annual meeting of shareholders.

Positive

  • None.

Negative

  • None.
Insider Svoronos Dawn
Role null
Type Security Shares Price Value
Grant/Award Share Option (Right to Buy) 10,507 $0.00 --
Grant/Award Restricted Share Units 1,593 $0.00 --
Exercise Restricted Share Units 2,645 $0.00 --
Exercise Common Shares 2,645 $0.00 --
Tax Withholding Common Shares 1,416 $53.41 $76K
Holdings After Transaction: Share Option (Right to Buy) — 10,507 shares (Direct, null); Restricted Share Units — 1,593 shares (Direct, null); Common Shares — 27,645 shares (Direct, null)
Footnotes (1)
  1. Represents Common Shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person on June 5, 2025. The RSU award vested 100% on June 1, 2026, the day before the date of the issuer's 2026 annual meeting of shareholders. Represents the number of Common Shares withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs, and does not represent a sale. Represents the closing price of Common Shares on June 1, 2026 for purposes of net settlement calculations. Vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders. Each RSU represents a contingent right to receive one Common Share vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders.
RSUs converted to shares 2,645 Common Shares RSU vesting on June 1, 2026
Shares withheld for taxes 1,416 Common Shares Tax withholding on RSU net settlement at $53.41
Tax settlement reference price $53.41 per share Closing price on June 1, 2026 for net settlement
New RSU grant 1,593 RSUs Grant on June 3, 2026 vesting around 2027 annual meeting
New option grant 10,507 options Grant on June 3, 2026, right to buy Common Shares
Option exercise price $53.46 per share Exercise price on options expiring June 2, 2036
Common Shares held 26,229 shares Direct holdings after Form 4 transactions
Option expiration June 2, 2036 Expiry date of newly granted options
Restricted Share Units financial
"Represents Common Shares earned and vested under a restricted share unit ("RSU") award"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
net settlement financial
"withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs"
Share Option (Right to Buy) financial
"security_title": "Share Option (Right to Buy)""
income tax withholding financial
"withheld by the issuer to satisfy income tax withholding and remittance obligations"
annual meeting of shareholders financial
"the day before the date of the issuer's 2027 annual meeting of shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Svoronos Dawn
(Last)(First)(Middle)
3650 GILMORE WAY
(Street)
BURNABYBRITISH COLUMBIA, CANADAV5G 4W8
(City)(State)(Zip)
BRITISH COLUMBIA, CANADA
(Country)		2. Issuer Name and Ticker or Trading Symbol
Xenon Pharmaceuticals Inc. [ XENE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares06/01/2026M2,645(1)A(1)27,645D
Common Shares06/01/2026F1,416(2)D$53.41(3)26,229D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)06/01/2026M2,645 (1) (1)Common Shares2,645$00D
Share Option (Right to Buy)$53.4606/03/2026A10,507 (4)06/02/2036Common Shares10,507$010,507D
Restricted Share Units$006/03/2026A1,593 (5) (5)Common Shares1,593$01,593D
Explanation of Responses:
1. Represents Common Shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person on June 5, 2025. The RSU award vested 100% on June 1, 2026, the day before the date of the issuer's 2026 annual meeting of shareholders.
2. Represents the number of Common Shares withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs, and does not represent a sale.
3. Represents the closing price of Common Shares on June 1, 2026 for purposes of net settlement calculations.
4. Vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders.
5. Each RSU represents a contingent right to receive one Common Share vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders.
/s/ Nathaniel Adams, Attorney-in-fact06/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Xenon Pharmaceuticals (XENE) director Dawn Svoronos receive?

She received 1,593 restricted share units and options for 10,507 Common Shares at an exercise price of $53.46. Both awards vest 100% around the company’s 2027 annual meeting of shareholders, aligning her compensation with future company performance.

How many Xenon Pharmaceuticals (XENE) shares does Dawn Svoronos hold after these transactions?

After the reported Form 4 transactions, Dawn Svoronos directly holds 26,229 Common Shares of Xenon Pharmaceuticals Inc. This figure reflects the RSU vesting, related tax withholding, and resulting net share position disclosed in the filing.

Were any of Dawn Svoronos’ Xenon (XENE) transactions open-market sales?

No open-market sales were reported. The 1,416 Common Shares shown as an F-code disposition were withheld by the issuer solely to satisfy income tax obligations on vested RSUs, and the filing explicitly states this does not represent a sale.

What RSU vesting event did Xenon Pharmaceuticals (XENE) report for Dawn Svoronos?

RSUs granted on June 5, 2025 vested 100% on June 1, 2026, the day before Xenon’s 2026 annual shareholder meeting. This vesting delivered 2,645 Common Shares before tax withholding, as described in the Form 4 footnotes.

When do Dawn Svoronos’ new Xenon (XENE) options expire and how do they vest?

The newly granted options for 10,507 Common Shares carry a $53.46 exercise price and expire on June 2, 2036. They vest in full on the earlier of June 1, 2027 or the day before Xenon’s 2027 annual shareholder meeting.