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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (right to buy) | 2,075,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 239,703 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 239,703 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 473,334 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 473,334 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 135,134 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 135,134 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,041 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 50,041 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 100,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 100,000 | $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) | 350,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 350,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 700,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 700,000 | $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 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. 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 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.
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.
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.