Xencor (XNCR) CSO sells shares for taxes, receives large option grant

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Xencor Inc. senior vice president and chief scientific officer John R. Desjarlais reported a mix of stock sales and equity awards. He sold 2,663 shares of common stock on March 3, 2026 at $11.8951 per share, with a footnote stating the sale was to pay withholding taxes on the vesting of 6,253 restricted stock units.

On March 2, 2026, he received a grant of 24,907 shares of common stock in the form of restricted stock units that vest in three equal annual installments, subject to continued service. He also received a stock option for 149,440 shares, vesting 25% one year after March 2, 2026 and the remainder monthly over the following three years, also contingent on continued service.

Insider Trade Summary

Net Seller: 2,663 shares ($31,677)

Net Sell 3 txns

Insider Desjarlais John R

Role SR. VICE PRESIDENT & CSO

Sold 2,663 shs ($32K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,663	$11.8951	$32K
Grant/Award	Stock Option (Right to Buy)	149,440	$0.00	--
Grant/Award	Common Stock	24,907	$0.00	--

Holdings After Transaction: Common Stock — 270,451 shares (Direct); Stock Option (Right to Buy) — 149,440 shares (Direct)

Footnotes (1)

Represents restricted stock units that vest as follows: 1/3 of the shares vest on the first, second and third anniversaries of the date of grant, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive. Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 6,253 restricted stock units. 25% of the shares subject to the option shall vest on the one year anniversary of March 2, 2026 (the "Vesting Commencement Date"), and 1/48th of the shares shall vest monthly thereafter, such that the option shall be fully vested and exercisable on the four year anniversary of the Vesting Commencement Date, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive.

Form 4 Insider Transactions: What Each Field Means →

03/04/2026 - 07:43 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Desjarlais John R

(Last)

(First)

(Middle)

C/O XENCOR, INC.

465 N HALSTEAD STREET, SUITE 200

(Street)

PASADENA

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR. VICE PRESIDENT & CSO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2026		A		24,907⁽¹⁾	A	$0	273,114	D
Common Stock	03/03/2026		S		2,663⁽²⁾	D	$11.8951	270,451	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$12.3	03/02/2026		A		149,440		⁽³⁾	03/02/2036	Common Stock	149,440	$0	149,440	D

Explanation of Responses:

1. Represents restricted stock units that vest as follows: 1/3 of the shares vest on the first, second and third anniversaries of the date of grant, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive.

2. Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 6,253 restricted stock units.

3. 25% of the shares subject to the option shall vest on the one year anniversary of March 2, 2026 (the "Vesting Commencement Date"), and 1/48th of the shares shall vest monthly thereafter, such that the option shall be fully vested and exercisable on the four year anniversary of the Vesting Commencement Date, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive.

Remarks:

	/s/ Celia E. Eckert, Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Xencor (XNCR) report for John R. Desjarlais?

John R. Desjarlais reported selling 2,663 Xencor shares and receiving new equity awards. The sale covered tax withholding on vested restricted stock units, while he was also granted 24,907 RSUs and a stock option for 149,440 shares with multi-year vesting.

How many Xencor (XNCR) shares did the CSO sell, and at what price?

He sold 2,663 shares of Xencor common stock at $11.8951 per share. A footnote explains this disposition was made to pay withholding taxes related to the vesting of 6,253 restricted stock units rather than a discretionary open-market sale.

What restricted stock unit grant did XNCR executive John Desjarlais receive?

He received 24,907 shares of Xencor common stock in the form of restricted stock units. These RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to his continuous service with the company through each vesting date.

What are the terms of the new stock option granted by Xencor (XNCR)?

The option covers 149,440 Xencor shares and has a four-year vesting schedule. Twenty-five percent vests one year after March 2, 2026, with the remaining three-quarters vesting in equal monthly installments over the following three years, contingent on continued service.

Did the XNCR insider transactions involve direct or indirect ownership?

All reported transactions involve direct ownership by John R. Desjarlais. Both the sale of 2,663 common shares and the grants of 24,907 restricted stock units and 149,440 stock options are listed as directly owned, with no entities or indirect ownership structures cited.