Xenon Pharmaceuticals (XENE) CLO granted 80,000 options and 15,000 RSUs

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc. Chief Legal Officer Andrea DiFabio reported new equity awards. On January 9, 2026, DiFabio received share options covering 80,000 common shares at an exercise price of $42.15 per share, with no purchase price for the grant itself. These options vest 25% on January 9, 2027, with the remaining 75% vesting in equal monthly installments over the following three years.

On the same date, DiFabio was also granted 15,000 restricted share units, each representing a contingent right to receive one common share. These RSUs vest 25% on each of the first four anniversaries of the grant date, beginning January 9, 2027. Both awards are reported as directly held derivative securities.

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^*

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)
01/09/2026

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

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)	$42.15	01/09/2026		A		80,000		(1)	01/08/2036	Common Shares	80,000	$0	80,000	D
Restricted Share Units	$0	01/09/2026		A		15,000		(2)	(2)	Common Shares	15,000	$0	15,000	D

Explanation of Responses:

1. Vesting 25% on January 9, 2027, 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 January 9, 2027.

	/s/ Nathaniel Adams, Attorney-in-fact	01/09/2026
	** 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 activity did Xenon Pharmaceuticals (XENE) report on this Form 4?

The filing reports that Chief Legal Officer Andrea DiFabio received grants of 80,000 share options and 15,000 restricted share units on January 9, 2026.

What are the terms of Andrea DiFabios stock option grant at Xenon Pharmaceuticals (XENE)?

The option covers 80,000 common shares with a $42.15 exercise price. It vests 25% on January 9, 2027, and the remaining 75% vests in equal monthly installments over the next three years.

How do the Xenon Pharmaceuticals (XENE) restricted share units granted to Andrea DiFabio vest?

The 15,000 restricted share units each represent a right to receive one common share and vest 25% on each of the first four anniversaries of the grant date, starting on January 9, 2027.

Are the Xenon Pharmaceuticals (XENE) equity awards to Andrea DiFabio direct or indirect holdings?

The Form 4 reports both the 80,000 share options and 15,000 restricted share units as directly held derivative securities.

Did Andrea DiFabio buy or sell existing Xenon Pharmaceuticals (XENE) shares in this filing?

No purchases or sales of existing common shares are reported. The Form 4 discloses new grants of options and restricted share units, not open-market transactions.