Xencor (XNCR) SVP gets stock awards, sells shares for taxes

Rhea-AI Filing Summary

Xencor Inc senior vice president and general counsel Celia Eckert reported new equity awards and a small tax-related share sale. She received a grant of 18,680 restricted stock units that vest in three equal annual installments, assuming she continues serving the company through each vesting date.

She was also granted options to buy 112,080 shares, with 25% vesting one year after March 2, 2026 and the rest vesting monthly so the option is fully vested after four years. On March 3, 2026, she sold 1,492 common shares at $11.8951 each to cover withholding taxes on 3,502 vested restricted stock units, and held 81,929 common shares directly afterward.

Insider Trade Summary

Net Seller: 1,492 shares ($17,747)

Net Sell 3 txns

Insider Eckert Celia

Role SVP, GENERAL COUNSEL

Sold 1,492 shs ($18K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,492	$11.8951	$18K
Grant/Award	Stock Option (Right to Buy)	112,080	$0.00	--
Grant/Award	Common Stock	18,680	$0.00	--

Holdings After Transaction: Common Stock — 81,929 shares (Direct); Stock Option (Right to Buy) — 112,080 shares (Direct)

Footnotes (1)

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. Includes the following shares acquired by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan: 977 shares acquired on June 10, 2025 and 257 shares on December 10, 2025. Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 3,502 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 →

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^*

Eckert Celia

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GENERAL COUNSEL

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		A		18,680(1)	A	$0	83,421(2)	D
Common Stock	03/03/2026		S		1,492(3)	D	$11.8951	81,929	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
Stock Option (Right to Buy)	$12.3	03/02/2026		A		112,080		(4)	03/02/2036	Common Stock	112,080	$0	112,080	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. Includes the following shares acquired by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan: 977 shares acquired on June 10, 2025 and 257 shares on December 10, 2025.

3. Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 3,502 restricted stock units.

4. 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.

FAQ

What insider transactions did XNCR executive Celia Eckert report?

Celia Eckert reported new stock awards and a small share sale. She received 18,680 restricted stock units and options for 112,080 shares, and sold 1,492 common shares primarily to cover withholding taxes on vested restricted stock units.

How many Xencor (XNCR) shares did Celia Eckert sell and at what price?

She sold 1,492 shares of Xencor common stock at $11.8951 per share. The filing explains these shares were disposed of to pay withholding taxes when 3,502 restricted stock units vested into common stock for the executive.

What stock option grant did XNCR give to Celia Eckert?

She received a stock option for 112,080 shares at no upfront cost. Twenty-five percent vests one year after March 2, 2026, and the remaining shares vest monthly, so the option becomes fully vested four years after the vesting commencement date.

What restricted stock units did XNCR grant to Celia Eckert?

Xencor granted 18,680 restricted stock units to Celia Eckert. One-third of these units vest on each of the first, second, and third anniversaries of the grant date, provided she remains in continuous service to the company on every vesting date.

How many Xencor (XNCR) shares does Celia Eckert own after these transactions?

After the reported transactions, she directly owned 81,929 Xencor common shares. She also held a stock option covering 112,080 shares, which will vest over four years starting from March 2, 2026, subject to continued service with the company.

Were Celia Eckert’s XNCR share sales open-market disposals or tax-related?

The sale was tax-related rather than a discretionary reduction in holdings. The filing states that the 1,492 shares sold were disposed of specifically to satisfy withholding taxes triggered when 3,502 restricted stock units vested into common stock.