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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Brennan Kevin M.
Role SVP, FINANCE AND ACCOUNTING
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 131,700 $0.00 --
Disposition Stock Option (right to buy) 55,000 $0.00 --
Grant/Award Stock Option (right to buy) 55,000 $0.00 --
Disposition Stock Option (right to buy) 25,000 $0.00 --
Grant/Award Stock Option (right to buy) 25,000 $0.00 --
Disposition Stock Option (right to buy) 20,000 $0.00 --
Grant/Award Stock Option (right to buy) 20,000 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 131,700 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. Immediately exercisable. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

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.