Xenon Pharmaceuticals (XENE) grants CCO 40,000 options and 20,000 RSUs

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc. reported new equity awards to its Chief Commercial Officer, Darren S. Cline. On January 9, 2026, he received a share option for 40,000 common shares with an exercise price of $42.15 per share, all held directly. This option vests 25% on January 9, 2027, with the remaining 75% vesting in equal monthly amounts over the following three years.

On the same date, he was also awarded 20,000 restricted share units, each representing a contingent right to receive one common share. These RSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, beginning on January 9, 2027. Both awards are reported as directly owned derivative securities following the transactions.

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

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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^*

Cline Darren S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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

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
Share Option (Right to Buy)	$42.15	01/09/2026		A		40,000		(1)	01/08/2036	Common Shares	40,000	$0	40,000	D
Restricted Share Units	$0	01/09/2026		A		20,000		(2)	(2)	Common Shares	20,000	$0	20,000	D

Explanation of Responses:

1. Vesting 25% on January 9, 2027, and 75% vesting thereafter over the course of the next 3 years, in equal amounts, on the last day of each month.

2. Each restricted share unit represents a contingent right to receive one Common Share vesting 25% on each of the first four anniversaries of the date of grant, beginning on January 9, 2027.

	/s/ Nathaniel Adams, Attorney-in-fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider equity awards did Xenon Pharmaceuticals (XENE) disclose for Darren S. Cline?

The company reported that Chief Commercial Officer Darren S. Cline received a share option for 40,000 common shares with a $42.15 exercise price and 20,000 restricted share units, all dated January 9, 2026.

How do the 40,000 Xenon Pharmaceuticals share options granted to Darren S. Cline vest?

The 40,000 share options vest 25% on January 9, 2027. The remaining 75% vest over the next three years in equal amounts on the last day of each month.

What is the vesting schedule for the 20,000 restricted share units reported for Xenon CCO Darren S. Cline?

Each restricted share unit represents a contingent right to receive one common share. The 20,000 RSUs vest 25% on each of the first four anniversaries of the grant date, starting on January 9, 2027.

Are the Xenon Pharmaceuticals equity awards to Darren S. Cline held directly or indirectly?

Both the 40,000 share options and the 20,000 restricted share units are reported as directly owned derivative securities following the transactions.

What role does Darren S. Cline hold at Xenon Pharmaceuticals in this Form 4 filing?

Darren S. Cline is identified as an officer of Xenon Pharmaceuticals Inc., serving as the company’s Chief Commercial Officer.

What is the exercise price of the share options granted to Xenon Pharmaceuticals CCO Darren S. Cline?

The share option (right to buy) reported for Darren S. Cline has an exercise price of $42.15 per common share.