Xencor (NASDAQ: XNCR) CEO awarded options, sells stock for taxes

Rhea-AI Filing Summary

Xencor Inc President and CEO Bassil I. Dahiyat reported a mix of equity grants and a small share sale. He received a grant of 583,748 stock options and 97,291 restricted stock units, both at no cost, increasing his direct awards-based exposure to the company.

The restricted stock units vest in thirds on the first, second, and third anniversaries of the grant date, while the options vest over four years starting from March 2, 2026. Dahiyat also sold 6,758 common shares at an average price of $11.8951 per share to pay withholding taxes related to the vesting of 17,507 restricted stock units, and directly held 567,792 common shares after the sale.

Insider Trade Summary

Net Seller: 6,758 shares ($80,387)

Net Sell 3 txns

Insider Dahiyat Bassil I

Role PRESIDENT & CEO

Sold 6,758 shs ($80K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,758	$11.8951	$80K
Grant/Award	Stock Option (Right to Buy)	583,748	$0.00	--
Grant/Award	Common Stock	97,291	$0.00	--

Holdings After Transaction: Common Stock — 567,792 shares (Direct); Stock Option (Right to Buy) — 583,748 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. Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 17,507 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^*

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)
03/02/2026

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		97,291(1)	A	$0	574,550	D
Common Stock	03/03/2026		S		6,758(2)	D	$11.8951	567,792	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		583,748		(3)	03/02/2036	Common Stock	583,748	$0	583,748	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 17,507 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.

FAQ

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

Xencor (XNCR) reported that CEO Bassil I. Dahiyat received large equity grants and made a small share sale. He was awarded 583,748 stock options, 97,291 restricted stock units, and sold 6,758 common shares primarily to cover withholding taxes on vested restricted stock units.

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

CEO Bassil I. Dahiyat sold 6,758 shares of Xencor (XNCR) common stock. The shares were sold at an average price of $11.8951 per share, and the filing notes this disposition was made to pay withholding taxes tied to the vesting of 17,507 restricted stock units.

What new stock option award did the Xencor (XNCR) CEO receive?

Bassil I. Dahiyat received a grant of 583,748 Xencor (XNCR) stock options. These options vest 25% on the one-year anniversary of March 2, 2026, with the remaining 75% vesting in equal monthly installments over the following three years, contingent on continued service.

How do the new restricted stock units for Xencor (XNCR) CEO vest?

The CEO was granted 97,291 restricted stock units of Xencor (XNCR). One-third of these units vest on each of the first, second, and third anniversaries of the grant date, provided he remains in continuous service to the company through each applicable vesting date.

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

After these reported transactions, CEO Bassil I. Dahiyat directly held 567,792 shares of Xencor (XNCR) common stock. This figure reflects his holdings following the sale of 6,758 shares used to cover tax withholding on recently vested restricted stock units.

Are the Xencor (XNCR) CEO’s recent share sales open-market disposals?

The reported 6,758-share sale by Xencor (XNCR) CEO Bassil I. Dahiyat is described as a disposition to pay withholding taxes. According to the filing footnote, the sale relates specifically to the vesting of 17,507 restricted stock units rather than a discretionary open-market liquidation.