Xilio Therapeutics (NASDAQ: XLO) gains stockholder OK for reverse stock split range

Rhea-AI Filing Summary

Xilio Therapeutics, Inc. reported that its stockholders approved an amendment to its restated certificate of incorporation to authorize a reverse stock split of its common stock. The reverse split may be implemented at a ratio between 1-for-2 and 1-for-30, at the sole discretion of the board of directors.

The proposal passed with 55,438,144 votes for, 1,521,271 against and 33,539 abstentions. Stockholders also approved a proposal to adjourn the special meeting if needed to obtain sufficient votes, with 55,461,067 votes for, 1,491,733 against and 40,154 abstentions.

Insights

Capital structure and governance analyst

Stockholders authorized a flexible reverse split, with execution left to the board.

Xilio Therapeutics received stockholder approval to amend its charter to permit a reverse stock split of its common stock in a broad range from 1-for-2 to 1-for-30. The board may choose the exact ratio, timing, or not to proceed at all.

Reverse splits are often used to manage per-share trading prices or listing standards, but this approval alone does not change the share count until implemented. A separate proposal allowing adjournment to gather more votes for this change was also approved with similar support.

Investors may look to future company communications or subsequent filings to see if and when the board selects a specific split ratio within the approved range and how that aligns with broader capital structure objectives.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 23, 2026

Xilio Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40925		85-1623397
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

828 Winter Street, Suite 300 Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (857) 524-2466

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		XLO		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 23, 2026, Xilio Therapeutics, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). The following is a summary of the matters voted on at the Special Meeting and the results of the votes on such matters.

1.The Company’s stockholders approved the amendment to the Company's restated certificate of incorporation, as amended, to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within a range of not less than 1-for-2 and not greater than 1-for-30, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Company’s board of directors, without further approval or authorization of the Company’s stockholders (“Proposal 1”). The results of the stockholders’ vote with respect to such approval were as follows:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
55,438,144		1,521,271		33,539		0

2.The Company’s stockholders approved the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. The results of the stockholders’ vote with respect to such approval were as follows:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
55,461,067		1,491,733		40,154		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XILIO THERAPEUTICS, INC.
Date: February 24, 2026	By:	/s/ Caroline Hensley
		Caroline Hensley
		Chief Legal Officer

FAQ

What did Xilio Therapeutics (XLO) stockholders approve at the special meeting?

Stockholders approved an amendment to Xilio Therapeutics’ charter authorizing a reverse stock split of its common stock. The board can implement a split ratio between 1-for-2 and 1-for-30, giving flexibility to adjust the share count and price structure if it later chooses.

What reverse stock split range did Xilio Therapeutics (XLO) obtain approval for?

Xilio Therapeutics obtained approval for a reverse stock split in a range from 1-for-2 to 1-for-30. The company’s board of directors has sole discretion to pick the exact ratio and timing within that range, or to decide not to implement a split.

How did Xilio Therapeutics (XLO) stockholders vote on the reverse stock split proposal?

The reverse stock split proposal received 55,438,144 votes for, 1,521,271 votes against and 33,539 abstentions. This level of support approved the amendment to the restated certificate of incorporation, allowing the board to effect a reverse split within the specified ratio range.

Did Xilio Therapeutics (XLO) stockholders approve the adjournment proposal?

Yes. Stockholders approved the adjournment proposal with 55,461,067 votes for, 1,491,733 against and 40,154 abstentions. This authorization allowed the company to adjourn the special meeting if needed to solicit additional proxies related to the reverse stock split proposal.

Does the Xilio Therapeutics (XLO) vote mean the reverse split is already effective?

No. The vote authorizes, but does not require, a reverse stock split between 1-for-2 and 1-for-30. The company’s board must separately decide whether to implement the split, select a specific ratio, and determine the effective timing under its granted discretion.

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