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): February 23, 2026

Xilio Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)



Delaware	001-40925	85-1623397
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



828 Winter Street, Suite 300 Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (857) 524-2466

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ 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, par value $0.0001 per share	XLO	Nasdaq Capital 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 5.07. Submission of Matters to a Vote of Security Holders.

On February 23, 2026, Xilio Therapeutics, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). The following is a summary of the matters voted on at the Special Meeting and the results of the votes on such matters.

The Company’s stockholders approved the amendment to the Company's restated certificate of incorporation, as amended, to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within a range of not less than 1-for-2 and not greater than 1-for-30, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Company’s board of directors, without further approval or authorization of the Company’s stockholders (“Proposal 1”). The results of the stockholders’ vote with respect to such approval were as follows:

The Company’s stockholders approved the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. The results of the stockholders’ vote with respect to such approval were as follows:

SIGNATURES

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



	XILIO THERAPEUTICS, INC.

Date: February 24, 2026	By:	/s/ Caroline Hensley
		Caroline Hensley
		Chief Legal Officer

Votes Against

Votes Abstaining

Broker Non-Votes

Xilio Therapeutics, Inc. 8-K