Xilio stockholders approve 2025 equity plan and one-time option reset

Rhea-AI Filing Summary

Xilio Therapeutics reported that stockholders approved two key compensation proposals at a special meeting. They approved a one-time repricing of certain outstanding employee stock options and the new 2025 Stock Incentive Plan, which had been previously adopted by the board subject to stockholder approval.

The repricing lowers the exercise price of affected options to $1.50 per share. For example, options for 2,198,212 shares held by the President and CEO previously had a weighted-average exercise price of $5.76, 848,172 shares held by the CFO had a price of $4.67, and 225,210 shares held by the Chief Medical Officer had a price of $4.10. If these repriced options are exercised within 12 months of November 21, 2025, the original higher exercise price must be paid, except in cases of death, disability, or a change in control.

The repricing proposal received 31,600,793 votes for and 1,690,846 against. The 2025 Plan was also approved, with 30,542,811 votes for and 2,876,155 against.

Insights

Equity Compensation & Governance Analyst

Xilio’s stockholders backed a broad option repricing and new 2025 equity plan.

Xilio Therapeutics obtained stockholder approval for a one-time repricing of outstanding employee stock options and for its 2025 Stock Incentive Plan. The repricing substantially reduces exercise prices to $1.50 per share on options that previously carried weighted-average exercise prices of $5.76, $4.67, and $4.10 for the CEO, CFO, and CMO, respectively. This makes the awards more likely to be exercised if the share price recovers above the new level.

The filing adds an important safeguard: if a repriced option is exercised within 12 months after November 21, 2025, the holder must pay the original higher exercise price, unless there is death, disability, or a change in control. That structure limits near‑term windfalls while still restoring potential long‑term value for employees whose options were previously out of the money.

Stockholder support was strong, with 31,600,793 votes for the repricing and 30,542,811 votes for the 2025 Plan. The approval of a new plan and repriced options indicates formal backing for the company’s current approach to equity incentives, and future disclosures may show how heavily Xilio uses the 2025 Plan for retention and hiring.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): November 21, 2025

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.

At the special meeting of stockholders of Xilio Therapeutics, Inc. (the “Company”) held on November 21, 2025 (the “Special Meeting”), the Company’s stockholders approved the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan (the “2025 Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval.

The description of the 2025 Plan contained on pages 19 to 33 of the Company’s Definitive Proxy Statement for the Special Meeting, filed with the Securities and Exchange Commission on October 20, 2025, is incorporated herein by reference. A complete copy of the 2025 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, at the Special Meeting, the Company's stockholders approved a one-time repricing of certain outstanding employee stock options. Following the receipt of stockholder approval, the repricing was implemented by the Company after market close on November 21, 2025. The table below sets forth information regarding the stock options held by certain of the Company's executive officers that were subject to the repricing.

Name and Position		Number of Shares Subject to Options				Weighted- Average Per Share Exercise Price of Options				Weighted- Average Remaining Term of Options (Years)
René Russo, Pharm.D. President and Chief Executive Officer			2,198,212			$	5.76				6.6
Christopher Frankenfield Chief Financial and Operating Officer			848,172			$	4.67				7.1
Katarina Luptakova, M.D. Chief Medical Officer			225,210			$	4.10				7.4

Pursuant to the repricing, the exercise price of the foregoing stock options was reduced to $1.50 per share. If a repriced stock option is exercised prior to the 12-month anniversary of the repricing date, then the original exercise price applicable to the stock option – rather than the new exercise price – must be paid by the option holder, except in the case of the death or disability of the option holder or a change in control of the Company.

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

On November 21, 2025, the Company held the Special Meeting. The following is a summary of the matters voted on at that meeting and the results of the votes on such matters..

1.The Company’s stockholders approved a one-time repricing of certain outstanding employee stock options (“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
31,600,793		1,690,846		144,025		0

2.The Company’s stockholders approved the 2025 Plan (“Proposal 2”). The results of the stockholders’ vote with respect to such approval were as follows:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
30,542,811		2,876,155		16,698		0

3.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 and/or Proposal 2. The results of the stockholders’ vote with respect to such approval were as follows:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
30,757,060		2,635,979		42,625		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Xilio Therapeutics, Inc. 2025 Stock Incentive Plan (incorporated by reference to Appendix A of the Registrant's DEF 14A (File 001-40925) filed with the Securities and Exchange Commission on October 20, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 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: November 25, 2025	By:	/s/ Caroline Hensley
		Caroline Hensley
		Chief Legal Officer

FAQ

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

Stockholders of Xilio Therapeutics approved a one-time repricing of certain outstanding employee stock options and the new 2025 Stock Incentive Plan, both of which had been adopted by the board subject to stockholder approval.

How were Xilio Therapeutics’ executive stock options repriced?

The exercise price of certain options was reduced to $1.50 per share. This included options on 2,198,212 shares for the President and CEO (previously at a weighted-average $5.76), 848,172 shares for the CFO (at $4.67), and 225,210 shares for the Chief Medical Officer (at $4.10).

Is there a restriction on exercising the repriced Xilio options?

Yes. If a repriced option is exercised before the 12‑month anniversary of the November 21, 2025 repricing date, the holder must pay the original exercise price instead of $1.50, except in cases of death, disability, or a change in control of the company.

What were the vote results for Xilio’s option repricing proposal?

The one-time repricing proposal received 31,600,793 votes for, 1,690,846 votes against, and 144,025 abstentions, with no broker non-votes reported.

How did stockholders vote on the Xilio 2025 Stock Incentive Plan?

The 2025 Stock Incentive Plan was approved with 30,542,811 votes for, 2,876,155 votes against, and 16,698 abstentions, with no broker non-votes.

Did Xilio stockholders approve the ability to adjourn the special meeting?

Yes. A proposal to adjourn the special meeting, if necessary or appropriate to solicit additional proxies for the two main items, was approved with 30,757,060 votes for, 2,635,979 votes against, and 42,625 abstentions.