Xenon director receives RSUs and options grant

Xenon Pharmaceuticals director Justin D. Gover reported equity compensation and an option exercise.

Rhea-AI Filing Summary

Xenon Pharmaceuticals director Justin D. Gover reported equity compensation and an option exercise. He exercised 2,645 Restricted Share Units into 2,645 Common Shares on June 1, 2026, reflecting a 100% vesting of an RSU award originally granted on June 5, 2025.

On June 3, 2026, he received 1,593 Restricted Share Units and a Share Option for 10,507 Common Shares at an exercise price of $53.4600 per share, expiring on June 2, 2036. Both the new RSUs and the option vest 100% on the earlier of June 1, 2027 or the day before Xenon’s 2027 annual meeting of shareholders.

Insider Trade Summary

2,645 shares exercised/converted

Exercise 4 txns

Insider Gover Justin D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Share Option (Right to Buy)	10,507	$0.00	$0.00
Grant/Award	Restricted Share Units	1,593	$0.00	$0.00
Exercise	Restricted Share Units	2,645	$0.00	$0.00
Exercise	Common Shares	2,645	$0.00	$0.00

Holdings After Transaction: Share Option (Right to Buy) — 10,507 contracts (Direct); Restricted Share Units — 1,593 contracts (Direct); Common Shares — 2,645 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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.
3. F3. 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.

Key Figures

RSUs vested and exercised: 2,645 Common Shares New RSU grant: 1,593 RSUs New option grant size: 10,507 shares +2 more

5 metrics

RSUs vested and exercised 2,645 Common Shares RSUs earned under June 5, 2025 award, vested June 1, 2026

New RSU grant 1,593 RSUs Granted June 3, 2026; vesting by earlier of June 1, 2027 or 2027 meeting

New option grant size 10,507 shares Share Option (Right to Buy) granted June 3, 2026

Option exercise price $53.4600 per share Share Option for 10,507 Common Shares

Option expiration June 2, 2036 Expiry date of Share Option grant

Key Terms

Restricted Share Units, RSU award, Share Option (Right to Buy), exercise or conversion of derivative security, +1 more

5 terms

Restricted Share Units financial

"Represents Common Shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person"

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.

RSU award financial

"The RSU award vested 100% on June 1, 2026, the day before the date of the issuer's 2026 annual meeting"

Share Option (Right to Buy) financial

"Share Option (Right to Buy) with an exercise price of 53.4600 and expiration date of 2036-06-02"

exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Xenon Pharmaceuticals (XENE) director Justin D. Gover report?

Justin D. Gover reported exercising 2,645 RSUs into 2,645 Common Shares and receiving new equity awards, including 1,593 RSUs and options on 10,507 shares at $53.4600 per share, as part of his director compensation package.

How many Restricted Share Units did Justin D. Gover receive from Xenon Pharmaceuticals (XENE)?

He received 1,593 Restricted Share Units. Each RSU represents a contingent right to receive one Common Share, vesting 100% on the earlier of June 1, 2027 or the day before Xenon Pharmaceuticals’ 2027 annual meeting of shareholders, subject to the award’s terms.

What are the details of Justin D. Gover’s new share option at Xenon Pharmaceuticals (XENE)?

He was granted a Share Option covering 10,507 Common Shares with an exercise price of $53.4600 per share. The option vests 100% on the earlier of June 1, 2027 or the day before the 2027 annual meeting and expires on June 2, 2036.

When did Justin D. Gover’s earlier Xenon Pharmaceuticals (XENE) RSU award fully vest?

The earlier RSU award vested 100% on June 1, 2026, the day before Xenon Pharmaceuticals’ 2026 annual meeting of shareholders. Upon vesting, 2,645 Restricted Share Units converted into 2,645 Common Shares directly owned by Justin D. Gover, according to the filing footnote.

Are Justin D. Gover’s recent Xenon Pharmaceuticals (XENE) transactions open-market buys or sales?

They are not open-market buys or sales. The Form 4 shows equity compensation activity and a derivative exercise: RSUs vesting into Common Shares and new grants of RSUs and options, all coded as awards or exercises rather than market purchases or sales.

What vesting schedule applies to Justin D. Gover’s new Xenon Pharmaceuticals (XENE) RSUs and options?

Both the 1,593 RSUs and the option for 10,507 shares vest 100% on the earlier of June 1, 2027 or the day before Xenon’s 2027 annual meeting of shareholders, aligning the director’s equity compensation with the company’s annual meeting cycle.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 09:04 PM Learn about SEC filing dates

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^*

Gover Justin D.

(Last) (First) (Middle)

3650 GILMORE WAY

(Street)

BURNABY CANADA (FEDERAL LEVEL) V5G 4W8

(City) (State) (Zip)

CANADA (FEDERAL LEVEL)

(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)
06/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/01/2026		M		2,645(1)	A	(1)	2,645	D

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
Restricted Share Units	(1)	06/01/2026		M			2,645	(1)	(1)	Common Shares	2,645	$0	0	D
Share Option (Right to Buy)	$53.46	06/03/2026		A		10,507		(2)	06/02/2036	Common Shares	10,507	$0	10,507	D
Restricted Share Units	$0	06/03/2026		A		1,593		(3)	(3)	Common Shares	1,593	$0	1,593	D

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. 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.

3. 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-fact	06/03/2026
	** 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)