Xencor (XNCR) CEO sells 21,476 shares to cover RSU tax obligations

Rhea-AI Filing Summary

Xencor Inc President and CEO Bassil I. Dahiyat reported selling a total of 21,476 shares of common stock in early March. He sold 14,870 shares on March 5 at an average price of $11.2455 and 6,606 shares on March 6 at $11.0197. According to the footnotes, these dispositions were made to pay withholding taxes upon vesting of 36,581 and 18,179 restricted stock units. After these transactions, he directly owned 546,316 Xencor shares.

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

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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^*

Dahiyat Bassil I

(Last) (First) (Middle)

C/O XENCOR, INC.

465 N HALSTEAD STREET, SUITE 200

(Street)

PASADENA CA 91107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xencor Inc [ XNCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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
Common Stock	03/05/2026		S		14,870(1)	D	$11.2455	552,922	D
Common Stock	03/06/2026		S		6,606(2)	D	$11.0197	546,316	D

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

Explanation of Responses:

1. Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 36,581 restricted stock units.

2. Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 18,179 restricted stock units.

Remarks:

	/s/ Celia E. Eckert, Attorney-in-Fact	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Xencor (XNCR) report for its CEO?

Xencor’s CEO reported selling 21,476 common shares. The sales occurred on March 5 and 6, 2026, and were linked to tax withholding obligations on recently vested restricted stock units, rather than discretionary open-market selling for personal liquidity.

How many Xencor (XNCR) shares did the CEO sell and at what prices?

The CEO sold 14,870 shares at $11.2455 on March 5 and 6,606 shares at $11.0197 on March 6. These transactions were reported as sales of common stock associated with covering tax withholding on vested restricted stock units.

Why were the Xencor (XNCR) CEO’s share sales conducted?

The filing states the shares were sold to pay withholding taxes triggered by vesting of 36,581 and 18,179 restricted stock units. This indicates the transactions were primarily administrative, tied to equity compensation, rather than independent portfolio rebalancing or discretionary selling.

How many Xencor (XNCR) shares does the CEO own after these transactions?

After the reported sales, the CEO directly owns 546,316 Xencor shares. This remaining stake reflects his ongoing equity interest in the company following the tax-related dispositions associated with the vesting of restricted stock units in March 2026.

What type of security was involved in the Xencor (XNCR) CEO’s Form 4 filing?

All reported transactions involved Xencor common stock. The Form 4 shows non-derivative open-market sales of common shares, executed to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units to the CEO.

How many restricted stock units vested for the Xencor (XNCR) CEO?

Footnotes explain that the tax-related sales were tied to 36,581 and 18,179 vested restricted stock units. When these RSUs vested, shares were sold to cover withholding taxes, leading to the reported dispositions in early March 2026.