Xilio Therapeutics appoints new board director

Xilio Therapeutics, Inc. reported a board change and related director compensation details.

Rhea-AI Filing Summary

Xilio Therapeutics, Inc. reported a board change and related director compensation details. On April 15, 2026, the board elected Cheryl R. Blanchard, Ph.D. as a Class III director with a term running through the 2027 annual meeting, and appointed her chair of the Compensation Committee and a member of the Audit Committee.

She will receive an annual cash fee of $40,000 for board service, plus $12,000 as Compensation Committee chair and $7,500 as an Audit Committee member. She will also receive an initial option to purchase 10,000 shares, vesting over three years, and become eligible for annual options to purchase 5,000 shares after six months of service. Each option will carry an exercise price equal to the Nasdaq closing price on the grant date and a ten-year term.

Dr. Blanchard replaces Christina Rossi, who resigned from the board and all committees effective April 15, 2026. The company states that Ms. Rossi’s resignation did not result from any disagreement with the company or its management.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Base director annual cash fee: $40,000 Compensation Committee chair fee: $12,000 Audit Committee member fee: $7,500 +3 more

6 metrics

Base director annual cash fee $40,000 Annual fee for service as board member

Compensation Committee chair fee $12,000 Additional annual cash fee for chair role

Audit Committee member fee $7,500 Additional annual cash fee for committee membership

Initial stock option grant 10,000 shares Option to purchase common stock, vesting over three years

Annual stock option grant 5,000 shares Eligible after six months of service, vesting by next annual meeting or one year

Option term 10 years Each stock option expires ten years after grant date

Key Terms

Class III director, Compensation Committee, Audit Committee, Non-Employee Director Compensation Policy, +1 more

5 terms

Class III director financial

"elected Cheryl R. Blanchard, Ph.D., as a Class III director of the Company"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Compensation Committee financial

"appointed as chair of the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Audit Committee financial

"and as a member of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Non-Employee Director Compensation Policy financial

"standard arrangements for non-employee directors, a copy of which is filed as Exhibit 10.1"

indemnification agreement financial

"Dr. Blanchard will also enter into the Company's standard indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

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

What board change did Xilio Therapeutics (XLO) disclose in this 8-K?

Xilio Therapeutics disclosed that Cheryl R. Blanchard, Ph.D., was elected as a Class III director. Her term runs until the 2027 annual meeting, and she will serve as chair of the Compensation Committee and as a member of the Audit Committee.

How will Cheryl Blanchard be compensated as a director of Xilio Therapeutics (XLO)?

Cheryl Blanchard will receive a $40,000 annual cash fee for board service, plus $12,000 for chairing the Compensation Committee and $7,500 for serving on the Audit Committee. These amounts follow Xilio’s standard non-employee director compensation policy.

What stock options will Cheryl Blanchard receive from Xilio Therapeutics (XLO)?

Cheryl Blanchard will receive an initial option to purchase 10,000 Xilio common shares, vesting in three equal annual installments. After at least six months on the board, she becomes eligible for annual options to purchase 5,000 shares, vesting by the next annual meeting or first anniversary.

Who did Cheryl Blanchard replace on the Xilio Therapeutics (XLO) board?

Cheryl Blanchard replaced Christina Rossi, who resigned from the board and all committees on April 15, 2026. The company stated that Rossi’s resignation did not result from any disagreement with Xilio or its management team.

What are the key terms of Cheryl Blanchard’s stock options at Xilio Therapeutics (XLO)?

Each stock option granted to Cheryl Blanchard will have an exercise price equal to the closing price of Xilio’s common stock on Nasdaq on the grant date. Every option will have a ten-year term, subject to her continued service through the applicable vesting dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 07:35 AM Learn about SEC filing dates

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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): April 15, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2026, the Board of Directors (the "Board") of Xilio Therapeutics, Inc. (the "Company"), on the recommendation of the Nominating and Corporate Governance committee of the Board, elected Cheryl R. Blanchard, Ph.D., as a Class III director of the Company, with a term expiring at the Company's 2027 annual meeting of stockholders, to serve until her successor has duly been elected and qualified or until her earlier resignation, death or removal. In connection with her election to the Board, Dr. Blanchard was appointed as chair of the Compensation Committee of the Board and as a member of the Audit Committee of the Board.

Dr. Blanchard will receive compensation for her service as a director, chair of the Compensation Committee and member of the Audit Committee in accordance with the Company's standard arrangements for non-employee directors, a copy of which is filed as Exhibit 10.1 attached hereto. Specifically, Dr. Blanchard will receive an annual cash fee of $40,000 for service as a Board member and an additional annual cash fee of $12,000 for service as chair of the Compensation Committee of the Board and $7,500 for service as a member of the Audit Committee. She will also (i) receive an initial grant of a stock option to purchase 10,000 shares of the Company’s common stock, which will vest as to one-third of the shares of common stock underlying such stock option annually on the grant date until the third anniversary of the grant date, subject to Dr. Blanchard’s continued service as a director through the applicable vesting date, and (ii) after serving on the Board for at least six months, will be eligible to receive an annual grant of a stock option to purchase 5,000 shares of the Company’s common stock on the first business day following the date of each annual meeting of stockholders, which will vest in full on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Dr. Blanchard’s continued service as a director through the applicable vesting date. Each such stock option will have an exercise price equal to the closing price of the Company’s common stock as reported on Nasdaq on the date of grant and will expire ten years after the grant date. Dr. Blanchard will also enter into the Company's standard indemnification agreement in the form previously approved by the Board, a copy of which is filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Dr. Blanchard succeeds Christina Rossi, who notified the Company of her decision to resign from the Board and all committees thereof on April 15, 2026, effective as of such date. Ms. Rossi’s resignation did not result from any disagreement with the Company or its management.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amended and Restated Non-Employee Director Compensation Policy
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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: April 16, 2026	By:	/s/ Caroline Hensley
		Caroline Hensley
		Chief Legal Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 23.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 31.3 KB