Ultomiris U.S. royalty clash as Xencor (XNCR) revises outlook but keeps runway

Rhea-AI Filing Summary

Xencor, Inc. disclosed that Alexion Pharmaceuticals, the licensee for Ultomiris, has taken the position that it does not owe any additional royalties on U.S. sales of Ultomiris and does not intend to make future U.S. royalty payments under their Option and License Agreement. Alexion told Xencor it will continue paying royalties on sales outside the United States, and Xencor strongly disagrees with Alexion’s position and is evaluating its options.

Xencor had previously expected an estimated additional $100–$120 million in low single-digit U.S. Ultomiris royalties through 2028 based on a recently issued U.S. patent. Despite this potential loss of anticipated revenue, Xencor now expects to end 2026 with $380–$400 million in cash, cash equivalents and marketable debt securities and believes this will fund its research and operations into mid‑2028.

Positive

• None.

Negative

• Material U.S. royalty stream at risk: Alexion now contends it owes no additional royalties on U.S. Ultomiris sales, directly putting at risk Xencor’s previously expected $100–$120 million in additional low single-digit royalties through 2028 from this product.

Insights

Biopharma equity analyst

Licensee challenges key U.S. royalties; Xencor maintains multi‑year cash runway.

Xencor reveals a serious dispute with Alexion over U.S. Ultomiris royalties. Alexion now claims it owes no further U.S. payments, directly challenging Xencor’s prior expectation of an extra $100–$120 million in low single-digit royalties through 2028.

This affects a single partnered product, but Ultomiris is an important royalty stream, so the challenged amount is material. Xencor states that ex‑U.S. royalty payments have not changed and will continue, which partially cushions the impact of the potential loss of U.S. royalties.

Management has updated guidance, now projecting $380–$400 million in cash, cash equivalents and marketable debt securities at year‑end 2026, supporting operations into mid‑2028. How the disagreement with Alexion is ultimately resolved will be a key factor for future royalty income, but the company emphasizes that its near‑term funding runway remains intact.

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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):  March 4, 2026

___________________________________________________

XENCOR, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________

Delaware			001-36182			20-1622502
(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 Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share			XNCR			Nasdaq 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 7.01. Regulation FD Disclosure.

On March 2, 2026, Alexion Pharmaceuticals, Inc. (the “Licensee”) informed Xencor, Inc. (the “Company”) that it has taken the position that the Licensee does not owe any additional royalties for sales of Ultomiris® in the United States and that the Licensee does not intend to make any future payments under the parties’ Option and License Agreement (the “Agreement”) for sales in the United States. Licensee informed the Company that it intends to continue making royalty payments for sales of Ultomiris outside the United States.

The Company disagrees with the position taken by the Licensee and is actively evaluating its options.

On December 9, 2025, the Company announced the issuance of U.S. Patent 12,492,253 and its expectation to receive an estimated additional $100 to $120 million in aggregate through 2028 in low single-digit royalties on net sales of Ultomiris® in the United States from the Licensee pursuant to the Agreement.

Based on current operating plans, Xencor expects to end 2026 with between $380 million and $400 million in cash, cash equivalents and marketable debt securities, and to have sufficient cash resources to fund research and development programs and operations into mid-2028.

The Company does not undertake, and hereby disclaims, any duty to update the statements contained in this Current Report on Form 8-K except as required by law.

The information furnished under this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
99.1			Press release issued by Xencor, Inc. on March 4, 2026.
104			Cover 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: March 4, 2026			XENCOR, INC.
			By:			/s/ Celia Eckert
						Celia Eckert
						General Counsel & Corporate Secretary

Exhibit 99.1

Xencor Announces Change to Ultomiris® Royalty Revenue Forecast

PASADENA, Calif.--Mar. 4, 2026-- Xencor, Inc. (NASDAQ:XNCR), a clinical-stage biopharmaceutical company developing engineered antibodies for the treatment of cancer and autoimmune diseases, today announced that Alexion Pharmaceuticals, Inc. (the “Licensee”) informed Xencor, Inc. (the “Company”) that it has taken the position that the Licensee does not owe any additional royalties for sales of Ultomiris® (ravulizumab-cwvz) in the United States and that the Licensee does not intend to make any future payments for sales in the United States. Licensee informed the Company that it intends to continue making royalty payments for sales of Ultomiris outside the United States.

“Xencor has reasonably assumed that the multiple licensees of our XmAb Fc domains and technologies remit payments in accordance with the terms of their respective agreements. One licensee has expressed disagreement regarding payments for net sales of Ultomiris in the United States, and we plan to work toward a resolution in this matter. Importantly, we have not observed a change in payments related to ex-U.S. sales,” said Bassil Dahiyat, Ph.D., president and chief executive officer of Xencor. “We have updated our year-end cash guidance and conservatively adjust our operating runway estimate into mid-2028.”

The Company previously announced the issuance of U.S Patent 12,492,253 and its expectation to receive an estimated additional $100 to $120 million in aggregate through 2028 in low single-digit royalties on net sales of Ultomiris in the United States from the Licensee. Ultomiris is a drug being developed and commercialized by the Licensee and is a registered trademark of the Licensee.

Financial Guidance: Based on current operating plans, Xencor expects to end 2026 with between $380 million and $400 million in cash, cash equivalents and marketable debt securities, and to have sufficient cash resources to fund research and development programs and operations into mid-2028.

About Xencor

Xencor is a clinical-stage biopharmaceutical company developing engineered antibodies for the treatment of patients with cancer and autoimmune diseases. More than 20 candidates engineered with Xencor's XmAb® technology are in clinical development, and multiple XmAb medicines are marketed by partners. Xencor's XmAb engineering technology enables small changes to a protein’s structure that result in new mechanisms of therapeutic action. For more information, please visit www.xencor.com.

Forward-Looking Statements

Certain statements contained in this press release may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act

of 1995. Forward-looking statements include statements that are not purely statements of historical fact, and can generally be identified by the use of words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “seek,” “look forward,” “believe,” “committed,” “investigational,” “indicates,” “supports,” and similar terms, or by express or implied discussions relating to Xencor’s business, including, but not limited to, statements regarding projected financial resources and financial guidance, including estimated cash, cash equivalents and marketable debt securities at year end and cash runway for research and development programs and operations, expectations for and estimates of future royalty revenues, the quotations from Xencor's president and chief executive officer, and other statements that are not purely statements of historical fact. Such statements are made on the basis of the current beliefs, expectations, and assumptions of the management of Xencor and are subject to significant known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements and the timing of events to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. Such risks include, without limitation, the risks associated with the process of discovering, developing, manufacturing and commercializing drugs that are safe and effective for use as human therapeutics, the ability of publicly disclosed preliminary clinical trial data to support continued clinical development and regulatory approval for specific treatments, the risk of loss of key members of management, the risk that the fair value of our marketable equity securities will decline and the risks, uncertainties and other factors described under the heading “Risk Factors” in Xencor's Annual Report on Form 10-K for the year ended December 31, 2025 as well as Xencor's subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Xencor undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

Contacts

For Investors:
Charles Liles
cliles@xencor.com
(626) 737-8118

For Media:
Cassidy McClain
Inizio Evoke
cassidy.mcclain@inizioevoke.com
(619) 694-6291

FAQ

What change did Xencor (XNCR) report regarding Ultomiris U.S. royalties?

Xencor reported that Alexion Pharmaceuticals has taken the position it does not owe additional royalties on Ultomiris sales in the United States and does not intend to make future U.S. royalty payments under their agreement, while continuing to pay royalties on sales outside the United States.

How much Ultomiris U.S. royalty revenue had Xencor (XNCR) previously expected?

Xencor had previously stated it expected an estimated additional $100–$120 million in aggregate through 2028 in low single-digit royalties on net sales of Ultomiris in the United States from Alexion, based on U.S. Patent 12,492,253 and the existing Option and License Agreement.

Will Alexion continue paying Xencor (XNCR) royalties on Ultomiris outside the U.S.?

Yes. Alexion informed Xencor that it intends to continue making royalty payments for sales of Ultomiris outside the United States. Xencor noted that it has not observed a change in ex‑U.S. payments, so only the U.S. royalty stream is currently in dispute.

What updated cash guidance did Xencor (XNCR) provide in this announcement?

Xencor now expects to end 2026 with between $380 million and $400 million in cash, cash equivalents and marketable debt securities. The company also believes these resources will be sufficient to fund its research and development programs and operations into mid‑2028 under current operating plans.

How does the Ultomiris royalty dispute affect Xencor’s funding runway?

Despite the dispute over expected U.S. Ultomiris royalties, Xencor states it still anticipates ending 2026 with $380–$400 million in cash and marketable debt securities and expects this capital to fund its research and operations into mid‑2028, based on its current operating plans.

What is Ultomiris and what is Xencor’s relationship to it?

Ultomiris (ravulizumab-cwvz) is a drug developed and commercialized by Alexion Pharmaceuticals. Xencor licensed its XmAb technology to Alexion, entitling Xencor to royalties on Ultomiris sales under an Option and License Agreement, including the U.S. sales now being disputed.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB