XENON PHARMACEUTICALS INC. Schedule 13G/A reports that Janus Henderson Group plc and its Asset Managers are deemed to beneficially own 4,175,982 common shares, representing 4.5% of the outstanding common stock as reported. The filing clarifies voting and dispositive power is exercised shared by the Asset Managers.
Positive
None.
Negative
None.
Insights
Janus Henderson reports a passive 4.5% stake via managed accounts.
The filing states the Asset Managers exercise shared voting and dispositive power over 4,175,982 shares on behalf of client Managed Portfolios. The statement emphasizes portfolio discretion and disclaimers about dividend/proceeds rights.
Timing and scale suggest a notable institutional position without control intent; subsequent filings would show any change in percentage or voting posture.
Disclosure focuses on attribution and power, not a change in control.
The schedule clarifies that multiple Janus Henderson entities act as Asset Managers with shared authority to vote and dispose of shares held for clients, and that none of the Managed Portfolios individually exceed 5%.
Legal qualifiers and the attached exhibits identify subsidiary roles and the power-of-attorney; governance implications hinge on future filings if holdings cross regulatory thresholds.
Key Figures
Shares beneficially owned:4,175,982 sharesPercent of class:4.5%Signature date:5/15/2026+1 more
4 metrics
Shares beneficially owned4,175,982 sharesAmount reported as beneficially owned by Janus Henderson Asset Managers
Percent of class4.5%Percent of Xenon common shares represented by the reported holding
Signature date5/15/2026Date the Schedule 13G/A was signed by the filer representative
CUSIP98420N105CUSIP for Xenon Pharmaceuticals common shares as listed on the form
Key Terms
Beneficial owner, Managed Portfolios, Shared dispositive power
3 terms
Beneficial ownerfinancial
"may be deemed to be the beneficial owner of 4,175,982 common shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Managed Portfoliosfinancial
"Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale"
Shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition of: 4175982"
Janus Henderson reports beneficial ownership of 4,175,982 common shares, representing 4.5% of Xenon Pharmaceuticals' common stock, as stated in the Schedule 13G/A filed and signed on 5/15/2026.
Does Janus Henderson control the shares of XENE?
The filing states the Asset Managers have shared voting and shared dispositive power over 4,175,982 shares on behalf of Managed Portfolios; it does not claim sole control or direct receipt of dividends/proceeds.
Are any Managed Portfolios over 5% of XENE?
The Schedule 13G/A states that, of the Managed Portfolios, none own more than 5% of Xenon Pharmaceuticals' common shares, per the disclosure in Item 6 of the filing.
Who signed the Schedule 13G/A for Janus Henderson?
The filing is signed by Kristin Mariani, Head of North America Compliance, with the signature date listed as 5/15/2026 and Exhibit references including a power of attorney and Item 7 exhibit.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
XENON PHARMACEUTICALS INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
98420N105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98420N105
1
Names of Reporting Persons
JANUS HENDERSON GROUP PLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,175,982.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,175,982.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,175,982.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
XENON PHARMACEUTICALS INC.
(b)
Address of issuer's principal executive offices:
3650 GILMORE WAY
BURNABY, BC A1 V5G 4W8
Item 2.
(a)
Name of person filing:
Janus Henderson Group plc
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Shares
(e)
CUSIP No.:
98420N105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Janus Henderson Group plc (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, and Victory Park Capital Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 4,175,982 common shares of Xenon Pharmaceuticals, Inc. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
4.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4175982
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4175982
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, none own more than five percent of the common shares of Xenon Pharmaceuticals Inc.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
