Russo Rene 4

Accession 0001193125-25-297203

CIK 0001840233other

View on SEC.gov Company Profile

Filed

Nov 24, 7:00 PM ET

Accepted

Nov 25, 4:10 PM ET

Size

39.5 KB

Accession

0001193125-25-297203

Insider Transaction Report

Form 4

Period: 2025-11-21

Xilio Therapeutics, Inc.XLO

Russo Rene

DirectorPRESIDENT AND CEO

Transactions

Award
Stock Option (right to buy)
2025-11-21+473,334→ 473,334 total
Exercise: $1.50Exp: 2031-03-10→ Common Stock (473,334 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−239,703→ 0 total
Exercise: $5.51Exp: 2030-07-22→ Common Stock (239,703 underlying)
Award
Stock Option (right to buy)
2025-11-21+239,703→ 239,703 total
Exercise: $1.50Exp: 2030-07-22→ Common Stock (239,703 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−135,134→ 0 total
Exercise: $11.69Exp: 2031-08-22→ Common Stock (135,134 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−150,000→ 0 total
Exercise: $12.66Exp: 2032-02-21→ Common Stock (150,000 underlying)
Award
Stock Option (right to buy)
2025-11-21+700,000→ 700,000 total
Exercise: $1.50Exp: 2033-08-15→ Common Stock (700,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−473,334→ 0 total
Exercise: $5.89Exp: 2031-03-10→ Common Stock (473,334 underlying)
Award
Stock Option (right to buy)
2025-11-21+50,041→ 50,041 total
Exercise: $1.50Exp: 2031-10-20→ Common Stock (50,041 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−100,000→ 0 total
Exercise: $13.83Exp: 2031-12-21→ Common Stock (100,000 underlying)
Award
Stock Option (right to buy)
2025-11-21+100,000→ 100,000 total
Exercise: $1.50Exp: 2031-12-21→ Common Stock (100,000 underlying)
Award
Stock Option (right to buy)
2025-11-21+150,000→ 150,000 total
Exercise: $1.50Exp: 2031-02-21→ Common Stock (150,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−700,000→ 0 total
Exercise: $2.79Exp: 2033-08-15→ Common Stock (700,000 underlying)
Award
Stock Option (right to buy)
2025-11-21+2,075,000→ 2,075,000 total
Exercise: $0.84Exp: 2035-10-07→ Common Stock (2,075,000 underlying)
Award
Stock Option (right to buy)
2025-11-21+135,134→ 135,134 total
Exercise: $1.50Exp: 2031-08-22→ Common Stock (135,134 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−50,041→ 0 total
Exercise: $16.00Exp: 2031-10-20→ Common Stock (50,041 underlying)
Award
Stock Option (right to buy)
2025-11-21+350,000→ 350,000 total
Exercise: $1.50Exp: 2032-12-31→ Common Stock (350,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2025-11-21−350,000→ 0 total
Exercise: $2.69Exp: 2032-12-31→ Common Stock (350,000 underlying)

Footnotes (7)

[F1]On October 8, 2025, the Board of Directors (the "Board") approved the adoption of the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan (the "2025 Plan"), subject to stockholder approval of the adoption of the 2025 Plan. On October 8, 2025, the Compensation Committee of the Board granted these options (referred to as "Tranche 1 Options" in the 2025 Plan) to the Reporting Person, subject to stockholder approval of the adoption of the 2025 Plan. The stockholders approved the adoption of the 2025 Plan on November 21, 2025.
[F2]The options vest in 36 equal monthly installments over the three-year period beginning on December 21, 2025, subject to the Reporting Person's continued service to the registrant through each applicable vesting date.
[F3]Immediately exercisable.
[F4]The transactions reported herein reflect a one-time option repricing, effective on November 21, 2025, which reduced the exercise price of each repriced option to $1.50 per share unless such repriced stock option is exercised prior to November 21, 2026, in which case, the original exercise price must be paid (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the repriced options, including, without limitation, any provisions with respect to vesting and expiration, remain in full force and effect.
[F5]This option was granted on December 22, 2021. The shares underlying the option began vesting on January 1, 2022 and continue to vest in equal monthly installments thereafter through December 1, 2025.
[F6]This option was granted on February 22, 2022. The shares underlying the option began vesting on March 1, 2022 and continue to vest in equal monthly installments thereafter through February 1, 2026.
[F7]This option was granted on January 1, 2023. The shares underlying the option began vesting on February 1, 2023 and continue to vest in equal monthly installments thereafter through January 1, 2027.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Xilio Therapeutics, Inc.

CIK 0001840233

→

Entity typeother

Related Parties

filerCIK 0001722066

Filing Metadata

Form type: 4
Filed: Nov 24, 7:00 PM ET
Accepted: Nov 25, 4:10 PM ET
Size: 39.5 KB

View on SEC.gov