Xilio (XLO) SVP awarded options, existing grants repriced to $1

Rhea-AI Filing Summary

Xilio Therapeutics, Inc. reported a Form 4 for its SVP, Finance and Accounting, reflecting new stock option grants and an option repricing tied to the company’s 2025 Stock Incentive Plan. Following stockholder approval of the 2025 plan on November 21, 2025, the executive received a stock option for 131,700 shares of common stock at an exercise price of $0.841 per share, vesting in 36 equal monthly installments beginning December 21, 2025.

The filing also shows a one-time option repricing effective November 21, 2025, reducing the exercise price of several existing options to $1.00 per share, while keeping their original vesting and expiration terms, except that exercises prior to November 21, 2026 must use the original exercise price. These options include grants originally priced at $3.17, $2.785 and $1.08 with expirations in 2033 and 2034.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brennan Kevin M.

(Last) (First) (Middle)

828 WINTER STREET

SUITE 300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xilio Therapeutics, Inc. [ XLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, FINANCE AND ACCOUNTING

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.841	11/21/2025(1)		A		131,700		(2)	10/07/2035	Common Stock	131,700	$0	131,700	D
Stock Option (right to buy)	$3.17	11/21/2025		D			55,000	(3)	03/31/2033	Common Stock	55,000	(4)	0	D
Stock Option (right to buy)	$1	11/21/2025		A		55,000		(3)	03/31/2033	Common Stock	55,000	(4)	55,000	D
Stock Option (right to buy)	$2.785	11/21/2025		D			25,000	(5)	08/15/2033	Common Stock	25,000	(4)	0	D
Stock Option (right to buy)	$1	11/21/2025		A		25,000		(5)	08/15/2033	Common Stock	25,000	(4)	25,000	D
Stock Option (right to buy)	$1.08	11/21/2025		D			20,000	(6)	04/30/2034	Common Stock	20,000	(4)	0	D
Stock Option (right to buy)	$1	11/21/2025		A		20,000		(6)	04/30/2034	Common Stock	20,000	(4)	20,000	D

Explanation of Responses:

1. On October 8, 2025, the Board of Directors (the "Board") approved the adoption of the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan (the "2025 Plan"), subject to stockholder approval of the adoption of the 2025 Plan. On October 8, 2025, the Compensation Committee of the Board granted these options (referred to as "Tranche 1 Options" in the 2025 Plan) to the Reporting Person, subject to stockholder approval of the adoption of the 2025 Plan. The stockholders approved the adoption of the 2025 Plan on November 21, 2025.

2. This option vests in 36 equal monthly installments over the three-year period beginning on December 21, 2025, subject to the Reporting Person's continued service to the registrant through each applicable vesting date.

3. This option was granted on April 1, 2023 and vested on March 30, 2024 with respect to 25% of the shares of common stock underlying the stock option. The remaining 75% of the shares of common stock underlying the stock option continues to vest in 36 equal monthly installments thereafter through March 30, 2027.

4. The transactions reported herein reflect a one-time option repricing, effective on November 21, 2025, which reduced the exercise price of each repriced option to $1.00 per share unless such repriced stock option is exercised prior to November 21, 2026, in which case the original exercise price must be paid (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the repriced options, including, without limitation, any provisions with respect to vesting and expiration, remain in full force and effect.

5. Immediately exercisable.

6. This option was granted on May 1, 2024. The shares underlying the option began vesting on June 1, 2024 and continue to vest in equal monthly installments thereafter through May 1, 2028.

	/s/ Kevin Brennan	11/25/2025
	** Signature of Reporting Person	Date
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FAQ

What does Xilio Therapeutics (XLO) report in this Form 4 filing?

The Form 4 reports stock option grants and an option repricing for the company’s SVP, Finance and Accounting, following approval of the 2025 Stock Incentive Plan.

How many new stock options did the Xilio (XLO) executive receive?

The executive received a stock option covering 131,700 shares of Xilio common stock at an exercise price of $0.841 per share.

When do the newly granted Xilio (XLO) options vest?

The new 131,700-share option vests in 36 equal monthly installments over three years, starting on December 21, 2025, subject to continued service.

What is the 2025 Stock Incentive Plan mentioned for Xilio Therapeutics (XLO)?

The 2025 Stock Incentive Plan is an equity compensation plan approved by the Board on October 8, 2025 and by stockholders on November 21, 2025, under which these options were granted.

What is the one-time option repricing disclosed by Xilio (XLO)?

Effective November 21, 2025, Xilio implemented a one-time repricing that reduced the exercise price of certain existing options to $1.00 per share, while keeping other terms the same, except that options exercised before November 21, 2026 must use the original exercise price.

Which existing Xilio (XLO) options were affected by the repricing?

The repricing applied to options originally granted at exercise prices of $3.17, $2.785 and $1.08, with underlying common stock amounts of 55,000, 25,000 and 20,000 shares respectively.