Xenon (XENE) director Patou sells 1,322 shares in tax-related 10b5-1 trade

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Xenon Pharmaceuticals director Gary Patou reported an open-market sale of 1,322 Common Shares of Xenon Pharmaceuticals Inc. at $53.14 per share on June 5, 2026. After this transaction, he directly holds 24,896 Common Shares and has an additional 4,902 Common Shares held indirectly.

The filing notes that the sales were effected under a Rule 10b5-1 trading plan adopted on August 17, 2025, established solely to cover income tax obligations related to the vesting of restricted stock units granted on June 5, 2025. This indicates the sale was pre-planned and tied to tax liabilities rather than a discretionary trade.

Insights

Pre-planned, tax-related sale with modest size looks routine.

The Form 4 shows director Gary Patou sold 1,322 Common Shares at $53.14 on June 5, 2026, with remaining direct holdings of 24,896 shares plus 4,902 shares held indirectly.

A footnote states the transactions were made under a Rule 10b5-1 trading plan adopted on August 17, 2025 solely to satisfy income tax obligations from RSU vesting on June 5, 2025. This framing suggests a routine, compensation-driven sale rather than a discretionary change in sentiment.

Because there are no derivative exercises or new awards and the filing is tied to RSU tax obligations, the informational value for investors is limited. Subsequent company filings may provide additional context on broader equity compensation trends.

Insider Trade Summary 10b5-1

Net Seller: 1,322 shares ($70,251)

Net Sell 2 txns

Insider PATOU GARY

Role null

Sold 1,322 shs ($70K)

Type	Security	Shares	Price	Value
Sale	Common Shares	1,322	$53.14	$70K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 24,896 shares (Direct, null); Common Shares — 4,902 shares (Indirect, See Note)

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 August 17, 2025, solely to satisfy income tax obligations related to the vesting of RSUs granted on June 5, 2025. By Gary & Karen Barbara Patou TTEE Patou Family Trust FBO Gary Patou Karen Barbara Patou.

Key Figures

Shares sold: 1,322 shares Sale price per share: $53.14 per share Direct holdings after transaction: 24,896 shares +3 more

6 metrics

Shares sold 1,322 shares Open-market sale on June 5, 2026

Sale price per share $53.14 per share Common Shares sold June 5, 2026

Direct holdings after transaction 24,896 shares Common Shares held directly after June 5, 2026 sale

Indirect holdings after transaction 4,902 shares Common Shares held indirectly via family trust

Rule 10b5-1 plan adoption date August 17, 2025 Plan governing tax-related sale

RSU grant vesting date June 5, 2025 RSUs whose vesting triggered tax obligations

Key Terms

Rule 10b5-1 trading plan, RSUs, open-market sale, indirect ownership, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

RSUs financial

"solely to satisfy income tax obligations related to the vesting of RSUs granted on June 5, 2025"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"nature_of_ownership": "See Note" and ownership_type": "indirect""

Patou Family Trust financial

"By Gary & Karen Barbara Patou TTEE Patou Family Trust FBO Gary Patou Karen Barbara Patou."

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 09:19 PM

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

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^*

PATOU GARY

(Last)

(First)

(Middle)

3650 GILMORE WAY

(Street)

BURNABY

BRITISH COLUMBIA, CANADA

V5G 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/05/2026		S⁽¹⁾		1,322	D	$53.14	24,896	D
Common Shares								4,902	I	See Note⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the reporting person on August 17, 2025, solely to satisfy income tax obligations related to the vesting of RSUs granted on June 5, 2025.

2. By Gary & Karen Barbara Patou TTEE Patou Family Trust FBO Gary Patou Karen Barbara Patou.

	/s/ Nathaniel Adams, Attorney-in-fact	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Xenon Pharmaceuticals (XENE) director Gary Patou report in this Form 4?

Director Gary Patou reported selling 1,322 Xenon Pharmaceuticals Common Shares at $53.14 each on June 5, 2026. After the sale, he holds 24,896 shares directly and 4,902 shares indirectly through a family trust structure.

Was the XENE insider sale by Gary Patou part of a Rule 10b5-1 trading plan?

Yes. The filing states the sales were executed under a Rule 10b5-1 trading plan adopted on August 17, 2025. This plan was established solely to cover income tax obligations related to the vesting of restricted stock units granted on June 5, 2025.

How many Xenon Pharmaceuticals shares did Gary Patou sell and at what price?

He sold 1,322 Common Shares of Xenon Pharmaceuticals at a price of $53.14 per share. The transaction occurred on June 5, 2026, and is categorized as an open-market or private sale under transaction code S.

How many XENE shares does Gary Patou hold after this reported transaction?

Following the reported sale, Gary Patou holds 24,896 Xenon Pharmaceuticals Common Shares directly. In addition, 4,902 Common Shares are held indirectly, referenced in the filing as being by the Patou Family Trust for the benefit of Gary and Karen Patou.

Why were Gary Patou’s Xenon Pharmaceuticals shares sold according to the Form 4 footnotes?

The footnotes explain the sales were made solely to satisfy income tax obligations arising from the vesting of restricted stock units granted on June 5, 2025. These transactions were executed pursuant to a pre-established Rule 10b5-1 trading plan adopted on August 17, 2025.