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Xenon Pharmaceuticals (XENE) director receives RSUs, options and nets vested shares

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

Rhea-AI Filing Summary

Xenon Pharmaceuticals director Steven Gannon reported routine equity compensation and related share movements. He received 1,593 restricted share units (RSUs) that each entitle him to one common share, vesting 100% on the earlier of June 1, 2027 or the day before the 2027 annual shareholder meeting. He was also granted options to buy 10,507 common shares at an exercise price of $53.46 per share, expiring in 2036. Separately, 2,645 RSUs granted in 2025 fully vested on June 1, 2026 and were settled into the same number of common shares; 1,416 of those shares were withheld by the company at a price of $53.41 per share to cover tax obligations, which the company notes does not represent a sale. After these transactions, Gannon directly holds 11,870 common shares.

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Insider GANNON STEVEN
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 — 13,286 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.
New RSU grant 1,593 units Each RSU converts into one common share, vesting by June 2027
New stock options 10,507 options Right to buy common shares at $53.46, expiring June 2, 2036
Option exercise price $53.46/share Exercise price for 10,507-share option grant
RSUs vested and settled 2,645 shares Common shares received from previously granted RSUs vesting on June 1, 2026
Shares withheld for taxes 1,416 shares Withheld at $53.41 per share to satisfy tax obligations
Post-transaction holdings 11,870 shares Common shares directly held after all reported transactions
Restricted Share Units financial
"Represents Common Shares earned and vested under a restricted share unit ("RSU") award granted..."
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
"in connection with the net settlement of the RSUs, and does not represent a sale"
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*
GANNON STEVEN
(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)13,286D
Common Shares06/01/2026F1,416(2)D$53.41(3)11,870D
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