Xenon Pharmaceuticals (XENE) CEO exercises 290,000 options and sells shares under 10b5-1 plans
Rhea-AI Filing Summary
Xenon Pharmaceuticals Inc. President & CEO Ian Mortimer reported a combination of option exercises, performance share vesting and share sales. He exercised stock options covering 290,000 Common Shares at exercise prices between $3.10 and $9.44 per share, and a 20,000-unit performance share award vested based on milestone achievement.
Across multiple open-market transactions, he sold a total of 281,269 Common Shares at weighted-average prices generally between the high-$50s and low-$60s. Footnotes state these sales were made under Rule 10b5‑1 trading arrangements, including a durable sell-to-cover instruction adopted solely to satisfy tax withholding on the vested performance share units. After these transactions, he holds 14,731 Common Shares directly and 14,300 Common Shares indirectly through his spouse.
Positive
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Insights
CEO executes large option exercises and mostly pre-planned sales, with limited net share change.
The reporting shows 290,000 Common Shares acquired via option exercises at strike prices from $3.10 to $9.44, plus 20,000 performance share units earned and vested after milestone-based approval by the Board on a March 11, 2024 grant.
On the disposition side, Mortimer sold 281,269 Common Shares, with Form 4 footnotes explaining that these were executed through Rule 10b5‑1 trading arrangements. One arrangement is described as a durable sell-to-cover instruction adopted on December 3, 2025, used solely to meet tax withholding from PSU vesting, which reduces the signaling value of those particular sales.
Following the transactions, he holds 14,731 Common Shares directly and 14,300 indirectly via his spouse, indicating that while the gross sale volume is large, the filing reflects a mix of compensation realization, tax-related activity, and some remaining equity exposure. Overall, this appears as a routine monetization and tax-management event rather than a clear shift in outlook, so the impact assessment is neutral.
Insider Trade Summary 10b5-1
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Shares | 11,269 | $60.108 | $677K |
| Exercise | Stock Option | 75,000 | $0.00 | -- |
| Exercise | Stock Option | 25,000 | $0.00 | -- |
| Exercise | Stock Option | 105,000 | $0.00 | -- |
| Exercise | Stock Option | 65,000 | $0.00 | -- |
| Grant/Award | Performance Share Units | 20,000 | $0.00 | -- |
| Exercise | Performance Share Units | 20,000 | $0.00 | -- |
| Exercise | Common Shares | 75,000 | $8.40 | $630K |
| Sale | Common Shares | 21,791 | $58.81 | $1.28M |
| Sale | Common Shares | 31,694 | $59.88 | $1.90M |
| Sale | Common Shares | 21,515 | $60.49 | $1.30M |
| Exercise | Common Shares | 25,000 | $3.10 | $78K |
| Sale | Common Shares | 12,479 | $59.50 | $743K |
| Sale | Common Shares | 10,072 | $60.47 | $609K |
| Sale | Common Shares | 2,449 | $61.26 | $150K |
| Exercise | Common Shares | 105,000 | $4.75 | $499K |
| Sale | Common Shares | 43,348 | $59.26 | $2.57M |
| Sale | Common Shares | 61,652 | $60.08 | $3.70M |
| Exercise | Common Shares | 65,000 | $9.44 | $614K |
| Sale | Common Shares | 65,000 | $62.06 | $4.03M |
| Exercise | Common Shares | 20,000 | $0.00 | -- |
| holding | Common Shares | -- | -- | -- |
Footnotes (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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $58.16 to $59.1425, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $59.16 to $60.15, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $60.16 to $61.00, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $59.03 to $60.02, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $60.05 to $61.035, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $61.055 to $61.555, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $58.745 to $59.735, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $59.75 to $60.60, 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. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $62.00 to $62.30, 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. 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. 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. The shares subject to this option are fully vested and exercisable.
