[Form 4] Xilio Therapeutics, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Xilio Therapeutics (XLO) reported insider equity activity for its Chief Financial Officer on a Form 4. The Board approved a new 2025 Stock Incentive Plan on October 8, 2025, and stockholders approved the plan on November 21, 2025.
Under this plan, the CFO received stock options to purchase 925,000 shares of common stock at an exercise price of $0.841 per share, expiring on October 7, 2035. These options vest in 36 equal monthly installments over three years beginning on December 21, 2025, contingent on continued service.
The filing also details a one-time option repricing effective November 21, 2025, that reduced the exercise price of several existing stock option grants to $1.50 per share, while keeping their original vesting and expiration terms. If any repriced option is exercised before November 21, 2026, the original, higher exercise price must be paid.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (right to buy) | 925,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 155,090 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 155,090 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 23,786 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 23,786 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 37,296 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 37,296 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 45,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 45,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 117,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 117,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 150,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 150,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 300,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 300,000 | $0.00 | -- |
Footnotes (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. The options vest 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. Immediately exercisable. 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 $1.50 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. This option was granted on February 22, 2022. The shares underlying the option began vesting on March 1, 2022 and continue to vest in equal monthly installments thereafter through February 1, 2026. This option was granted on September 1, 2022. The shares underlying the option began vesting on September 1, 2022 and continue to vest in equal monthly installments thereafter through August 1, 2026. This option was granted on January 1, 2023. The shares underlying the option began vesting on February 1, 2023 and continue to vest in equal monthly installments thereafter through January 1, 2027. This option was granted on August 3, 2023. The shares underlying the option began vesting on September 1, 2023 and continue to vest in equal monthly installments thereafter through August 1, 2027.
FAQ
What insider transaction did Xilio Therapeutics (XLO) disclose in this Form 4?
Xilio Therapeutics disclosed stock option grants and an option repricing for its Chief Financial Officer involving multiple option awards on its common stock.
How many new stock options did the XLO CFO receive and at what price?
The CFO received options to purchase 925,000 shares of Xilio common stock at an exercise price of $0.841 per share, expiring on October 7, 2035.
When do the new Xilio (XLO) CFO stock options vest?
The new options vest in 36 equal monthly installments over three years, starting on December 21, 2025, subject to the CFO’s continued service.
What is the Xilio Therapeutics 2025 Stock Incentive Plan mentioned in the Form 4?
The 2025 Stock Incentive Plan is a stock-based compensation plan approved by the Board on October 8, 2025 and by stockholders on November 21, 2025, under which the CFO’s new options (Tranche 1 Options) were granted.
What is the one-time option repricing for Xilio (XLO) options?
Effective November 21, 2025, certain existing options had their exercise price reduced to $1.50 per share, while all other terms, including vesting and expiration, remained the same.
Are there any special conditions on exercising the repriced Xilio (XLO) options?
Yes. If a repriced option is exercised before November 21, 2026, the holder must pay the original higher exercise price instead of $1.50 per share.
What prior grant dates are affected by Xilio’s option repricing?
The repricing affects options originally granted on February 22, 2022, September 1, 2022, January 1, 2023, and August 3, 2023, among others noted in the filing.