Xenon Pharmaceuticals (NASDAQ: XENE) CLO sale covers RSU taxes

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc.’s Chief Legal Officer, Andrea DiFabio, reported routine equity compensation activity. On March 12, 2026, 3,750 restricted share units granted on March 12, 2025 vested and were converted into an equal number of common shares at no cost. On March 13, 2026, 1,342 common shares were sold at $55.225 per share pursuant to a pre-arranged Rule 10b5-1 “sell-to-cover” instruction used solely to satisfy tax withholding on the RSU vesting. After these transactions, DiFabio holds 7,301 common shares directly and 11,250 RSUs remain outstanding under the award, vesting in equal annual installments over four years beginning March 12, 2026.

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)
03/12/2026

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	03/12/2026		M		3,750(1)	A	(1)	8,643	D
Common Shares	03/13/2026		S(2)		1,342	D	$55.225	7,301	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
Restricted Share Units	(1)	03/12/2026		M			3,750	(1)	(1)	Common Shares	3,750	$0	11,250	D

Explanation of Responses:

1. Represents shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person on March 12, 2025. The RSU award vests 25% on each of the first four anniversaries of the date of grant, beginning on March 12, 2026.

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 RSUs granted on March 12, 2025.

	/s/ Nathaniel Adams, Attorney-in-fact	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Xenon Pharmaceuticals (XENE) report for Andrea DiFabio?

Xenon Pharmaceuticals reported RSU vesting and a related share sale for tax withholding by Chief Legal Officer Andrea DiFabio. 3,750 restricted share units vested into common shares, and 1,342 of those shares were sold under a Rule 10b5-1 sell-to-cover instruction.

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

Andrea DiFabio sold 1,342 Xenon Pharmaceuticals common shares at $55.225 per share. The sale occurred on March 13, 2026 and was executed under a pre-arranged Rule 10b5-1 trading instruction solely to satisfy tax withholding obligations from RSU vesting.

What RSU vesting event did Xenon Pharmaceuticals (XENE) disclose for its Chief Legal Officer?

Xenon Pharmaceuticals disclosed that 3,750 restricted share units vested for Chief Legal Officer Andrea DiFabio. These RSUs came from a March 12, 2025 grant that vests 25% annually over four years starting March 12, 2026, and converted into 3,750 common shares at no cost.

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

The reported Xenon Pharmaceuticals share sale was under a Rule 10b5-1 trading arrangement. The durable sell-to-cover instruction, adopted December 3, 2025, was used solely to cover tax withholding obligations tied to vesting RSUs granted on March 12, 2025.

How many Xenon Pharmaceuticals (XENE) shares and RSUs does Andrea DiFabio hold after the reported transactions?

After the transactions, Andrea DiFabio holds 7,301 Xenon Pharmaceuticals common shares directly. She also has 11,250 restricted share units remaining outstanding from the March 12, 2025 award, scheduled to vest in equal 25% installments over four years beginning March 12, 2026.