[Form 4] Xencor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Xencor, Inc. (XNCR) – Form 4 insider filing, dated 31 Jul 2025. Independent director Raymond J. Deshaies received a single equity award and reported no open-market purchases or sales.

• Transaction: One stock option granting the right to buy 110,422 common shares at an exercise price of $8.32.
• Vesting: 1⁄3 of the option (36,807 shares) vests on 31 Jul 2026; the remaining 73,615 shares vest in equal monthly installments over the next 24 months. Expiration: 31 Jul 2035.
• Post-transaction holdings: Deshaies now beneficially owns 110,422 derivative securities; no non-derivative share ownership was reported.

The filing reflects a routine director incentive grant with a 10-year life and service-based vesting. It does not involve immediate cash outflow by the insider, nor does it signal open-market sentiment. Potential dilution is minimal relative to Xencor’s ~60 million shares outstanding, but the award aligns the director’s interests with long-term shareholder value.

Positive

• Long-term incentive alignment: 10-year option term and 3-year vesting tie director rewards to shareholder value creation.

Negative

• Incremental dilution: 110,422 potential new shares, while small, adds to the option overhang.

Insights

Equity Compensation Analyst

TL;DR – Routine option grant; aligns incentives, negligible dilution.

The at-the-money $8.32 strike suggests the grant price equals the board-approved fair market value on 31 Jul 2025. With a 3-year service-based vesting schedule, the award encourages continued board engagement. The 110k-share size equates to roughly 0.18 % of Xencor’s shares outstanding, an immaterial dilution factor. Because the transaction is an "A" code (award), it carries no bullish or bearish signal about the insider’s market view. Overall impact on valuation or float is de minimis, but the option could become valuable if XNCR appreciates above $8.32.

Portfolio Manager

TL;DR – Neutral event; routine governance action.

Insider activity that matters most is open-market buying or selling; this filing shows neither. Option grants are standard for biotech boards and do not alter near-term cash flows. Investors may view the 10-year term positively, indicating confidence in long-run pipeline execution, yet it does not change our risk-adjusted DCF. I classify the disclosure as not impactful to trading strategy unless followed by accumulating share purchases.

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^*

Deshaies Raymond Joseph

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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

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
Stock Option (Right to Buy)	$8.32	07/31/2025		A		110,422		(1)	07/31/2035	Common Stock	110,422	$0	110,422	D

Explanation of Responses:

1. 1/3 of the shares subject to the stock option vest and become exercisable on July 31, 2026, and the remaining shares vest in equal monthly installments over the subsequent 24 months.

Remarks:

	/s/ Celia E. Eckert, Attorney-in-Fact	07/31/2025
	** 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.

FAQ

What did Xencor (XNCR) report in the 31 Jul 2025 Form 4?

Director Raymond J. Deshaies received a stock option for 110,422 shares at a $8.32 strike price.

Is the insider buying or selling actual XNCR shares?

No. The filing shows an option grant (code "A"), not an open-market purchase or sale.

When do the granted XNCR options vest?

1⁄3 vests on 31 Jul 2026; the rest vests monthly over the following 24 months.

How much dilution could the option add to Xencor's share count?

If fully exercised, the option represents about 0.18 % of roughly 60 million outstanding shares.

Does the Form 4 signal management’s outlook for Xencor?

Not directly; option awards are routine and do not indicate bullish or bearish sentiment.