Xilio (XLO) discloses CEO stock option grant and repricing

Rhea-AI Filing Summary

Xilio Therapeutics (XLO) reported equity compensation changes for its President and CEO, who is also a director, in a Form 4. The filing shows a new stock option grant covering 2,075,000 shares of common stock at an exercise price of $0.841 per share under the 2025 Stock Incentive Plan, which was approved by stockholders on November 21, 2025. 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, reducing the exercise price of several existing stock options to $1.50 per share. If any repriced option is exercised before November 21, 2026, the original higher exercise price must be paid, and all other vesting and expiration terms for those options remain unchanged.

Insights

Executive compensation and governance analyst

Xilio aligns CEO incentives via a large new option grant and reprices existing options.

The Form 4 shows Xilio’s President and CEO receiving a stock option for 2,075,000 shares at an exercise price of $0.841 under the 2025 Stock Incentive Plan, approved by stockholders on November 21, 2025. The grant vests monthly over 36 months starting December 21, 2025, tying value to both share price performance and continued service.

The filing also describes a one-time option repricing effective November 21, 2025, reducing exercise prices on multiple older grants to $1.50 per share. Those options remain immediately exercisable, but exercises before November 21, 2026 require paying the original, higher strike price. This keeps prior vesting and expiration terms intact while resetting long-term equity incentives closer to the current price level.

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^*

Russo Rene

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

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		2,075,000		(2)	10/07/2035	Common Stock	2,075,000	$0	2,075,000	D
Stock Option (right to buy)	$5.51	11/21/2025		D			239,703	(3)	07/22/2030	Common Stock	239,703	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		239,703		(3)	07/22/2030	Common Stock	239,703	(4)	239,703	D
Stock Option (right to buy)	$5.89	11/21/2025		D			473,334	(3)	03/10/2031	Common Stock	473,334	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		473,334		(3)	03/10/2031	Common Stock	473,334	(4)	473,334	D
Stock Option (right to buy)	$11.69	11/21/2025		D			135,134	(3)	08/22/2031	Common Stock	135,134	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		135,134		(3)	08/22/2031	Common Stock	135,134	(4)	135,134	D
Stock Option (right to buy)	$16	11/21/2025		D			50,041	(3)	10/20/2031	Common Stock	50,041	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		50,041		(3)	10/20/2031	Common Stock	50,041	(4)	50,041	D
Stock Option (right to buy)	$13.83	11/21/2025		D			100,000	(5)	12/21/2031	Common Stock	100,000	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		100,000		(5)	12/21/2031	Common Stock	100,000	(4)	100,000	D
Stock Option (right to buy)	$12.66	11/21/2025		D			150,000	(6)	02/21/2032	Common Stock	150,000	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		150,000		(6)	02/21/2031	Common Stock	150,000	(4)	150,000	D
Stock Option (right to buy)	$2.69	11/21/2025		D			350,000	(7)	12/31/2032	Common Stock	350,000	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		350,000		(7)	12/31/2032	Common Stock	350,000	(4)	350,000	D
Stock Option (right to buy)	$2.785	11/21/2025		D			700,000	(3)	08/15/2033	Common Stock	700,000	(4)	0	D
Stock Option (right to buy)	$1.5	11/21/2025		A		700,000		(3)	08/15/2033	Common Stock	700,000	(4)	700,000	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. 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.

3. Immediately exercisable.

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 $1.50 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.

5. This option was granted on December 22, 2021. The shares underlying the option began vesting on January 1, 2022 and continue to vest in equal monthly installments thereafter through December 1, 2025.

6. 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.

7. 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.

	/s/ Kevin Brennan, Attorney-in-Fact	11/25/2025
	** Signature of Reporting Person	Date
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FAQ

What executive transaction did Xilio Therapeutics (XLO) report in this Form 4?

The Form 4 reports that Xilio’s President and CEO, who is also a director, received a new stock option grant and had several existing stock options repriced as part of a one-time option repricing effective November 21, 2025.

How many Xilio (XLO) shares are covered by the CEOs new stock option grant?

The new stock option grant covers 2,075,000 shares of Xilio common stock at an exercise price of $0.841 per share under the 2025 Stock Incentive Plan.

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

The newly granted options vest in 36 equal monthly installments over a three-year period beginning on December 21, 2025, subject to the CEOs continued service with the company.

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

The filing describes a one-time option repricing effective November 21, 2025 that reduced the exercise price of certain existing stock options to $1.50 per share, while keeping all other vesting and expiration terms the same.

How do repriced Xilio (XLO) options work if exercised before November 21, 2026?

If a repriced option is exercised before November 21, 2026, the holder must pay the original higher exercise price instead of the reduced $1.50 exercise price.

Was the Xilio Therapeutics (XLO) 2025 Stock Incentive Plan approved by stockholders?

Yes. The Board approved adoption of the 2025 Stock Incentive Plan on October 8, 2025, and stockholders approved its adoption on November 21, 2025, after which the new CEO option grant became effective under the plan.