Xenon (XENE) Insider Exercise and 10b5-1 Sale — 25,000 Shares

Rhea-AI Filing Summary

Xenon Pharmaceuticals insider transactions by Ian Mortimer show the reporting person exercised a fully vested option to buy 25,000 common shares at $7.69 and simultaneously sold 25,000 shares under a prearranged Rule 10b5-1 plan on 10/01/2025. The sale proceeds reflect an aggregate weighted-average price of $40.16 per share (individual sales ranged $40.00 to $40.495). After these transactions Mortimer directly beneficially owned 31,302 shares and indirectly owned 14,300 shares through his spouse, totaling 45,602 shares. The filing states the option exercised is fully vested and exercisable and that the sales were executed under a 10b5-1 plan.

Insights

Financial Analyst

TL;DR: Insider exercised low-strike options and sold a matching number of shares under a 10b5-1 plan, realizing material gains per share.

The reporting person exercised 25,000 options with a $7.69 strike and sold 25,000 shares at a weighted-average price of $40.16, implying a pre-tax spread of ~$32.47 per share on those exercised shares. This is a common liquidity action when options are deeply in-the-money and does not, by itself, indicate a change to company fundamentals. The use of a Rule 10b5-1 plan signals the sales were prearranged, which reduces immediate interpretive weight but remains material to holders because it changes insider ownership levels: direct holdings moved to 31,302 shares post-transaction.

Corporate Governance Expert

TL;DR: Transactions are procedurally compliant; 10b5-1 plan use and full vesting are documented.

The Form 4 discloses the 10b5-1 sales plan adoption date and confirms the option was fully vested when exercised. Signatures include an attorney-in-fact, and the explanatory footnotes provide ranges and offer to supply detailed trade-level prices on request. From a governance perspective, disclosure appears complete and follows standards for insider reporting; no amendment or missing procedural detail is apparent within the filing text.

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
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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).

1. Name and Address of Reporting Person^*

MORTIMER IAN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CEO & INTERIM CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		25,000	A	$7.69	56,302	D
Common Shares	10/01/2025		S(1)		25,000	D	$40.16(2)	31,302	D
Common Shares								14,300	I	By Spouse

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
Stock Option (Right to Buy)	$7.69	10/01/2025		M			25,000	(3)	12/17/2025	Common Shares	25,000	$0	0	D

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 September 27, 2024.

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, of shares sold. These share were sold in multiple transactions at prices ranging from $40.00 to $40.495, 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.

3. The shares subject to the option are fully vested and exercisable.

	/s/ Nathaniel Adams, Attorney-in-fact	10/01/2025
	** 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.

FAQ

What did Ian Mortimer do in the XENE Form 4 filed on 10/01/2025?

The filing shows Mortimer exercised 25,000 vested options at a $7.69 strike and sold 25,000 common shares under a Rule 10b5-1 plan at a weighted-average price of $40.16.

How many XENE shares does Ian Mortimer beneficially own after these transactions?

After the reported transactions Mortimer directly beneficially owned 31,302 shares and indirectly owned 14,300 shares through his spouse, totaling 45,602 shares.

Were the sales prearranged or part of a 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 27, 2024.

What price were the shares sold for in the reported transactions?

The aggregate weighted-average sale price was $40.16 per share, with individual trades ranging from $40.00 to $40.495.

Are the exercised options vested and exercisable?

Yes. The filing explicitly states the shares subject to the option are fully vested and exercisable.