UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 291, 2025

XBIOTECH INC.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(State of Incorporation)

001-37347

(Commission File Number)

N/A

(I.R.S. Employer Identification No.)

5217 Winnebago Ln, Austin, TX

78744

(Address of principal executive offices)

(Zip Code)

(512) 386-2900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value XBIT NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Definitive ofMaterial ~~Security Holders~~Agreement.

~~The~~Item ~~annual meeting of the stockholders of XBiotech Inc~~5.02 ~~(the~~Departure ~~“Company”) was held on August 29, 2025. The matters that were voted upon at the meeting, and the number~~ of ~~votes cast for and against, as well as the number of abstentions and broker non-votes as to each such matter, are set forth below. Stockholders voted in accordance with the Board of~~ Directors~~’ recommendations~~ onor ~~each~~Certain ~~matter and voted to (1) elect five nominees for director~~Officers; ~~(2)~~Election ~~ratify the selection by the Audit Committee~~ of ~~the~~ ~~Board of~~ Directors ~~of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025~~;~~(3)approve,~~ onAppointment ~~an advisory basis, the compensation~~ of ~~the~~Certain ~~Company’s named executive officers~~Officers;~~(4)~~ ~~approve~~Compensatory ~~the Company’s~~Arrangements ~~2025~~of ~~Equity~~Certain ~~Incentive Plan~~Officers.

~~Proposal~~On #October 2, 2025, John Simard and XBiotech, Inc. (the “Company”) entered into an Executive Employment Agreement (the “Agreement”), with an effective date of October 1, ~~Election~~2025, to replace and supersede all prior employment agreements between Mr. Simard and the Company. The Agreement was approved by the Company’s Compensation Committee formed of Independent Directors. The Agreement formalizes Mr. Simard’s compensation trends over the past five ~~members~~years and recognizes Mr. Simard’s past and ongoing contributions to the Company, the importance of his continued leadership, and the ~~Board~~need to facilitate transition in the event of ~~Directors~~Mr. Simard’s departure or retirement.

	For	Abstain	Broker Non-Votes
John Simard	12,371,115	494,017	2,824,207
Thomas Kündig	12,698,614	166,518	2,824,207
Craig Rademaker	12,501,468	363,664	2,824,207
Tevi D. Troy	12,301,285	563,847	2,824,207
David Soffer	12,302,090	563,042	2,824,207

Under the Agreement, Mr. Simard will maintain his current annual Base Salary of USD $1,250,000. Mr. Simard will also be eligible to receive an annual Base Bonus of USD $4,530,442.00, which reflects the average annual bonus paid over the past 5 years, but which will be determined each calendar year by the Compensation Committee. The amount of the Base Salary and Base Bonus shall be adjusted for inflation at the end of each calendar year as provided in the Agreement. The Compensation Committee shall also have discretion to award Mr. Simard stock options and additional cash bonus amounts if the Compensation Committee determines such options or amounts are warranted. Mr. Simard will also be entitled to reimbursement of reasonable and documented expenses and to participate in the Company’s benefit programs.

~~Proposal~~The #2Agreement ~~Ratification~~also provides that in the event of Mr. Simard’s retirement, departure due to Disability, or termination without Cause (with the ~~selection~~terms “Disability” and “Cause” having the meanings as defined in the Agreement), Mr. Simard or his estate shall receive a severance payment equal to three (3) full calendar years of ~~Whitley~~Base ~~Penn~~Salary ~~LLP~~and three (3) full calendar years of Base Bonus, using the annual amount of Base Salary and Base Bonus for the calendar year when the termination occurred, to be paid in cash within 14 days after the effective date of the Release attached as Exhibit A to the Agreement, subject to execution of the Release. In the event Mr. Simard retires, he will continue to serve in a consulting capacity with the Company’s for at least eighteen (18) months thereafter, and will also continue to receive Base Salary during that time period. ~~independent~~In ~~registered~~the ~~public~~event ~~accounting~~of ~~firm~~termination for Cause, the ~~fiscal~~severance ~~year~~amount ~~ending~~would ~~2025~~be reduced as provided in Section 8(e) of the Agreement.

For	Against	Abstain	Broker Non-Votes
15,206,712	413,673	68,954	0

The foregoing description of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

~~Proposal~~Item #39.01 ~~Advisory~~Financial ~~Vote~~Statements onand ~~Executive Compensation~~Exhibits.

For	Against	Abstain	Broker Non-Votes
Exhibit No.	Description of Exhibit
11,336,500	1,460,498	68,134	2,824,207
10.1	Executive Employment Agreement for John Simard
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal~~ ~~#4 Approval of the Company’s 2025 Equity Incentive Plan~~SIGNATURES

For	Against	Abstain	Broker Non-Votes
11,952,280	904,108	8,744	2,824,207

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Date: October 3, 2025	XBIOTECH INC.


	By:	/s/John Simard
		John Simard
		Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 2, 2025	XBIOTECH INC.
	By:	/s/John Simard
		John Simard
		Chief Executive Officer and President

Filing Compare · XBiotech Inc.