Xenon director awarded RSUs and options

Xenon Pharmaceuticals director Elizabeth A. Garofalo reported compensation-related equity transactions with no open-market buying or selling.

Rhea-AI Filing Summary

Xenon Pharmaceuticals director Elizabeth A. Garofalo reported compensation-related equity transactions with no open-market buying or selling. On June 1, 2026, 2,645 Restricted Share Units vested and were exercised into 2,645 Common Shares, fully settling that RSU award. On June 3, 2026, she received 1,593 new Restricted Share Units and an option to purchase 10,507 Common Shares at an exercise price of $53.4600 per share, both vesting 100% on the earlier of June 1, 2027 or the day before the 2027 annual meeting of shareholders.

Insider Trade Summary

2,645 shares exercised/converted

Exercise 4 txns

Insider GAROFALO ELIZABETH A.

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

RSU vesting shares: 2,645 Common Shares New RSU grant: 1,593 Restricted Share Units New option grant: 10,507 share options +4 more

7 metrics

RSU vesting shares 2,645 Common Shares Vested and exercised from RSUs on June 1, 2026

New RSU grant 1,593 Restricted Share Units Granted June 3, 2026, vesting by June 1, 2027 or before 2027 AGM

New option grant 10,507 share options Granted June 3, 2026 to buy Common Shares

Option exercise price $53.4600 per share Strike price for 10,507-share option expiring June 2, 2036

Option expiration June 2, 2036 Expiration date of newly granted stock option

RSU vesting date June 1, 2026 100% vesting date for 2,645 RSUs granted June 5, 2025

Future vesting trigger June 1, 2027 or before 2027 AGM Vesting condition for new RSUs and options

Key Terms

Restricted Share Units, Share Option (Right to Buy), Exercise or conversion of derivative security, Grant, award, or other acquisition, +1 more

5 terms

Restricted Share Units financial

"Represents Common Shares earned and vested under a restricted share unit ("RSU") award"

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.

Share Option (Right to Buy) financial

"security_title": "Share Option (Right to Buy)""

Exercise or conversion of derivative security financial

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

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Contingent right to receive one Common Share financial

"Each RSU represents a contingent right to receive one Common Share"

FAQ

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

What equity awards did Xenon (XENE) director Elizabeth Garofalo receive?

Elizabeth Garofalo received 1,593 Restricted Share Units and an option for 10,507 Common Shares at an exercise price of $53.4600 per share. Both awards vest 100% on the earlier of June 1, 2027 or the day before Xenon’s 2027 annual shareholder meeting.

Did Elizabeth Garofalo buy or sell Xenon Pharmaceuticals (XENE) shares in the market?

No open-market buy or sell transactions were reported. The Form 4 shows only equity compensation events: an RSU vesting into 2,645 Common Shares and new grants of Restricted Share Units and stock options, all classified as acquisitions rather than market trades.

What happened to Elizabeth Garofalo’s previously granted Xenon RSUs?

2,645 Restricted Share Units granted on June 5, 2025 fully vested on June 1, 2026, the day before the 2026 annual shareholder meeting. They were settled into 2,645 Xenon Common Shares, and the corresponding RSU balance for that award was reduced to zero.

What are the vesting terms of the new Xenon (XENE) RSUs and options?

The 1,593 new Restricted Share Units and the option for 10,507 shares both vest 100% on the earlier of June 1, 2027 or the day before Xenon’s 2027 annual shareholder meeting, aligning vesting with the company’s annual governance cycle.

How many Xenon (XENE) Common Shares did Garofalo hold from the RSU vesting?

Following the June 1, 2026 RSU vesting and exercise transaction, Elizabeth Garofalo held 2,645 Xenon Common Shares from that award. The RSUs associated with this grant were fully converted, leaving no remaining units under that specific RSU grant.

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^*

GAROFALO ELIZABETH A.

(Last) (First) (Middle)

3650 GILMORE WAY

(Street)

BURNABY BRITISH COLUMBIA, CANADA V5G 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)

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)