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Executive severance plan at Xencor (NASDAQ: XNCR) adds change-in-control terms

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Xencor, Inc. adopted a new Executive Severance Policy covering its currently serving named executive officers other than the Chief Executive Officer. Eligible executives must sign a participation agreement to receive benefits.

If Xencor terminates an eligible executive without Cause or the executive resigns for Good Reason outside a change in control period and the executive signs a release, the executive is entitled to a lump-sum payment equal to 15 months of base salary plus up to 15 months of paid COBRA health coverage.

If such a termination occurs during a defined change in control period, the executive also receives bonus compensation equal to 15 months of target bonus, a prorated annual bonus, and accelerated vesting of all outstanding, unvested stock options and equity awards, subject to a release of claims.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Severance salary period 15 months Lump-sum base salary on qualifying termination
COBRA coverage period 15 months Company-paid COBRA premiums after qualifying termination
Target bonus severance 15 months Target bonus paid on qualifying termination during change in control period
Change in control window 3 months before and 12 months after Period defining enhanced benefits around change in control
Executive Severance Policy financial
"Xencor, Inc. Executive Severance Policy (the “Severance Policy”)"
Good Reason financial
"terminates an NEO’s employment without Cause or the NEO resigns for Good Reason"
Change in control of the Company financial
"three month period prior to and ending 12 months following the date of a change in control of the Company"
COBRA financial
"payment of COBRA premiums for continued health care coverage for a period of up to 15 months"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
accelerated vesting financial
"accelerated vesting of all of the NEO’s outstanding and unvested stock options and equity awards"
Understanding 8-K Material Events →
FALSE000132673200013267322026-04-232026-04-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________
FORM 8-K
___________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  April 23, 2026
___________________________________________________
XENCOR, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________
Delaware
001-3618220-1622502
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
465 North Halstead Street, Suite 200
Pasadena, California
91107
(Address of Principal Executive Offices)
(Zip Code)
(626) 305-5900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareXNCRNasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2026, Xencor, Inc. (the “Company”) adopted the Xencor, Inc. Executive Severance Policy (the “Severance Policy”), pursuant to which certain executives of the Company, including the Company’s currently serving named executive officers with the exception of the Company’s Chief Executive Officer (our “NEOs”), are eligible to receive certain severance benefits as described in the Severance Policy. Among other eligibility conditions, an NEO must sign and return a participation agreement to be eligible to participate in the Severance Policy.

Under the terms of the Severance Policy, in the event the Company terminates an NEO’s employment without Cause or the NEO resigns for Good Reason, (as such terms are defined in the Severance Policy) in either case, other than during the three month period prior to and ending 12 months following the date of a change in control of the Company (the “Change in Control Period”), and the NEO timely executes a general release of claims against the Company and it comes effective, the NEO will receive the following severance benefits:

•a lump sum payment equal to 15 months of annual base salary; and
•payment of COBRA premiums for continued health care coverage for a period of up to 15 months.

In addition, in the event that the Company terminates an NEO’s employment without Cause or the NEO resigns for Good Reason, in either case during a Change in Control Period, and the NEO timely executes a general release of claims against the Company, the NEO will receive, in addition to the benefits listed above, bonus compensation equal to 15 months of such NEO’s target bonus, plus a prorated annual bonus and accelerated vesting of all of the NEO’s outstanding and unvested stock options and equity awards.

The foregoing description of the Severance Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Policy is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
10.1
Executive Severance Policy, dated April 23, 2026.
104Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 27, 2026
XENCOR, INC.
By:/s/ Celia Eckert
Celia Eckert
General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Xencor (XNCR) announce in this Form 8-K?

Xencor adopted a new Executive Severance Policy for its named executive officers, excluding the CEO. The policy defines cash, benefit, and equity vesting protections if an eligible executive is terminated without Cause or resigns for Good Reason, including enhanced benefits around a change in control.

Which Xencor (XNCR) executives are covered by the new severance policy?

The policy covers Xencor’s currently serving named executive officers, except the Chief Executive Officer. To be eligible, each covered executive must sign and return a participation agreement. Coverage then applies if they later experience qualifying terminations under the definitions in the policy.

What are the severance benefits for Xencor executives outside a change in control?

If terminated without Cause or resigning for Good Reason outside the change in control period, an eligible executive receives a lump-sum payment equal to 15 months of annual base salary plus up to 15 months of COBRA health coverage, subject to signing an effective release of claims.

How does a change in control affect Xencor (XNCR) executive severance?

During a defined change in control period, qualifying terminations trigger additional benefits: bonus compensation equal to 15 months of target bonus, a prorated annual bonus, and accelerated vesting of all outstanding, unvested stock options and equity awards, in addition to salary and COBRA benefits.

What is the change in control period in Xencor’s severance policy?

The change in control period is the three months before and the 12 months after a change in control of Xencor. Qualifying terminations during this window entitle eligible executives to enhanced cash and equity benefits, provided they sign a general release of claims that becomes effective.

Filing Exhibits & Attachments

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