Every DEF 14A that Xilio Therapeutics, Inc. (XLO) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow XLO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XLO filings page.
Xilio Therapeutics is asking stockholders to elect four Class II directors, ratify Ernst & Young LLP as independent auditor, and approve an amended 2021 stock incentive plan at its virtual 2026 annual meeting.
The stock plan change would revise the evergreen formula so annual share increases from 2027 through 2031 are based on 5% of both outstanding common stock and shares underlying prefunded warrants, subject to board discretion. As of April 16, 2026, common stock outstanding was 5,982,839 shares and prefunded warrants outstanding were 13,107,620. Audit fees to Ernst & Young LLP totaled $1,127,220 for 2025. The proxy also describes a prior 1-for-14 reverse stock split and current equity overhang and burn-rate metrics.
Xilio Therapeutics, Inc. is calling a special stockholder meeting on February 23, 2026 to vote on a reverse stock split and a related adjournment proposal. The board is asking stockholders to approve an amendment to its Restated Certificate of Incorporation to allow a reverse split of issued common stock at a ratio between 1-for-2 and 1-for-30, with the exact ratio and timing to be chosen later by the board. The main goal is to increase the per-share trading price to help Xilio maintain its Nasdaq Capital Market listing and potentially broaden institutional and long-term investor interest. As of January 13, 2026, Xilio had 67,540,930 shares of common stock outstanding and the common stock last closed at $0.6558 per share. The board also seeks authority to adjourn or postpone the meeting if more time is needed to secure enough votes to approve the reverse split proposal.
Xilio Therapeutics (XLO) called a special meeting to seek stockholder approval for two compensation actions. Proposal 1 requests a one-time repricing of certain employee stock options granted before January 1, 2025. Repriced options would carry a new exercise price of $1.50 per share for executives and $1.00 for other employees, or the closing price on the repricing date if higher, with a 12‑month retention condition before the lower price applies.
Proposal 2 seeks approval of the 2025 Stock Incentive Plan reserving 32.0 million shares for employee stock options in four equal tranches tied to June 2025 warrant tranches. Contingent grants equal to 32.0 million options were approved at an exercise price of $0.841 per share, subject to stockholder approval. As of September 30, 2025, approximately 87% of employee options were underwater at a closing price of $0.843. Only stockholders of record at close on October 15, 2025, when 51,830,450 shares were outstanding, may vote. Proposal 3 allows adjournment if needed.