Xenon Pharmaceuticals (XENE) CMO vests 7,500 PSUs, sells 2,771 shares for taxes

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc. reported that Chief Medical Officer Christopher John Kenney had performance share units (PSUs) granted on March 11, 2024 vest after the board determined milestone achievement. These PSUs, totaling 7,500 units, immediately converted into 7,500 common shares.

Following this vesting, Kenney sold 2,771 common shares on March 10, 2026 at an average price of $60.108 per share under a Rule 10b5-1 durable sell-to-cover instruction adopted on December 3, 2025 solely to satisfy tax withholding obligations related to the PSU vesting. After these transactions, he directly holds 4,729 common shares.

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).

X

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^*

KENNEY CHRISTOPHER JOHN

(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 Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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
Common Shares	03/09/2026		M		7,500(1)	A	(1)	7,500	D
Common Shares	03/10/2026		S(2)		2,771	D	$60.108	4,729	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
Performance Share Units	(1)	03/09/2026		A		7,500(1)		(1)	(1)	Common Shares	7,500	$0	7,500	D
Performance Share Units	(1)	03/09/2026		M			7,500	(1)	(1)	Common Shares	7,500	$0	0	D

Explanation of Responses:

1. Represents shares earned and vested under a performance share unit ("PSU") award granted to the reporting person on March 11, 2024. The number of shares earned is based on a determination by the issuer's Board of Directors of the achievement of one or more prescribed milestones under the terms of the PSU award agreement. The PSUs vested immediately upon such determination.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading arrangement, in the form of a durable sell-to-cover instruction, adopted by the reporting person on December 3, 2025, solely to satisfy tax withholding obligations related to the vesting of PSUs granted on March 11, 2024.

	/s/ Nathaniel Adams, Attorney-in-fact	03/11/2026
	** 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 transactions did Xenon Pharmaceuticals (XENE) report for Christopher John Kenney?

Xenon reported that Chief Medical Officer Christopher John Kenney had 7,500 performance share units vest and convert into common shares, then sold 2,771 shares. The sale was part of a pre-arranged Rule 10b5-1 instruction to cover tax withholding obligations tied to the vesting.

How many Xenon Pharmaceuticals (XENE) shares did the CMO acquire and sell?

Christopher John Kenney acquired 7,500 common shares through the vesting and conversion of performance share units. He then sold 2,771 of those shares at $60.108 per share, leaving him with 4,729 common shares held directly after the reported transactions.

Why did Xenon Pharmaceuticals (XENE) CMO sell 2,771 shares?

The 2,771 shares were sold under a Rule 10b5-1 durable sell-to-cover instruction. According to the disclosure, this arrangement was adopted solely to satisfy tax withholding obligations arising from the vesting of performance share units granted on March 11, 2024.

What are the performance share units reported for Xenon Pharmaceuticals (XENE) CMO?

The performance share units were granted on March 11, 2024 and tied to prescribed milestones. Xenon’s board determined the milestones were met, causing 7,500 PSUs to be earned and vest, then immediately convert into 7,500 common shares held directly by the CMO.

Does Xenon Pharmaceuticals (XENE) CMO still hold performance share units after these transactions?

No performance share units remain from this award after the reported transactions. The 7,500 PSUs vested and converted into 7,500 common shares, and the derivative position shows a balance of zero, with the CMO retaining 4,729 common shares following the tax-related sale.

Was the Xenon Pharmaceuticals (XENE) CMO share sale discretionary or pre-planned?

The sale was executed under a pre-planned Rule 10b5-1 durable sell-to-cover instruction adopted on December 3, 2025. The filing states the arrangement was used solely to meet tax withholding obligations from the vesting of previously granted performance share units.