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Xenon Pharmaceuticals Inc.·4

Mar 11, 7:20 PM ET

MORTIMER IAN 4

4 · Xenon Pharmaceuticals Inc. · Filed Mar 11, 2026

Research Summary

AI-generated summary of this filing

Updated

Xenon CEO Ian Mortimer Sells ~$17M in Shares

What Happened

  • Ian Mortimer, President & CEO and a director of Xenon Pharmaceuticals (XENE), exercised several stock options and received vested performance shares, then sold a large block of common stock. He acquired (by exercise/award) roughly 310,000 shares (including option exercises at $8.40, $3.10, $4.75 and $9.44 and a 20,000-share PSU award) and disposed of approximately 281,269 shares in multiple open-market transactions that generated about $16.97 million in proceeds. Many of the shares he acquired were promptly sold.

Key Details

  • Transaction dates: primarily March 9, 2026 (sales and exercises); one sale on March 10, 2026. Form 4 filed March 11, 2026 (timely).
  • Sale proceeds (aggregate): approximately $16,966,500 across multiple trades (prices in reported blocks ranged roughly from ~$58.16 to ~$62.30).
  • Exercises/acquisitions (cash paid): examples include 75,000 shares @ $8.40 ($630,000), 105,000 @ $4.75 ($498,750), 65,000 @ $9.44 ($613,600), and 25,000 @ $3.10 ($77,500). Also reported a 20,000-share PSU award (vested).
  • Shares owned after the transactions: not specified in the summary provided here; see the full Form 4 for post-transaction beneficial ownership.
  • Notable footnotes: sales were effected under a Rule 10b5-1 trading plan adopted Sept 27, 2024 (F1); some sales were pursuant to a durable sell-to-cover instruction adopted Dec 3, 2025 to satisfy tax withholding on vested PSUs (F12); the 20,000-share award relates to vested PSUs (F11); options reported as fully vested (F13).
  • Filing timeliness: Form 4 was filed two business days after the primary trade date (appears timely).

Context

  • This sequence shows option exercises and a large, largely contemporaneous sale of shares. That pattern is commonly a cashless exercise/sell-to-cover: the insider exercises options or receives award shares and then sells shares (some under pre-existing 10b5-1 plans or tax-withholding instructions) rather than a standalone, discretionary market sell. These transactions are routine reporting of insider liquidity and do not, by themselves, indicate company performance or managerial change in view.

Insider Transaction Report

Form 4
Period: 2026-03-09
Xenon Pharmaceuticals Inc.XENE
MORTIMER IAN
DirectorPRESIDENT & CEO
Transactions
  • Exercise/Conversion

    Common Shares

    2026-03-09$8.40/sh+75,000$630,000→ 81,000 total
  • Sale

    Common Shares

    [F1][F2]
    2026-03-09$58.81/sh−21,791$1,281,529→ 59,209 total
  • Sale

    Common Shares

    [F1][F3]
    2026-03-09$59.88/sh−31,694$1,897,837→ 27,515 total
  • Sale

    Common Shares

    [F1][F4]
    2026-03-09$60.49/sh−21,515$1,301,442→ 6,000 total
  • Exercise/Conversion

    Common Shares

    2026-03-09$3.10/sh+25,000$77,500→ 31,000 total
  • Sale

    Common Shares

    [F1][F5]
    2026-03-09$59.50/sh−12,479$742,501→ 18,521 total
  • Sale

    Common Shares

    [F1][F6]
    2026-03-09$60.47/sh−10,072$609,054→ 8,449 total
  • Sale

    Common Shares

    [F1][F7]
    2026-03-09$61.26/sh−2,449$150,026→ 6,000 total
  • Exercise/Conversion

    Common Shares

    2026-03-09$4.75/sh+105,000$498,750→ 111,000 total
  • Sale

    Common Shares

    [F1][F8]
    2026-03-09$59.26/sh−43,348$2,568,802→ 72,652 total
  • Sale

    Common Shares

    [F1][F9]
    2026-03-09$60.08/sh−61,652$3,704,052→ 6,000 total
  • Exercise/Conversion

    Common Shares

    2026-03-09$9.44/sh+65,000$613,600→ 71,000 total
  • Sale

    Common Shares

    [F1][F10]
    2026-03-09$62.06/sh−65,000$4,033,900→ 6,000 total
  • Exercise/Conversion

    Common Shares

    [F11]
    2026-03-09+20,000→ 26,000 total
  • Sale

    Common Shares

    [F12]
    2026-03-10$60.11/sh−11,269$677,357→ 14,731 total
  • Exercise/Conversion

    Stock Option

    [F13]
    2026-03-09−75,000→ 0 total
    Exercise: $8.40Exp: 2027-03-12→ Common Shares (75,000 underlying)
  • Exercise/Conversion

    Stock Option

    [F13]
    2026-03-09−25,000→ 0 total
    Exercise: $3.10Exp: 2027-10-22→ Common Shares (25,000 underlying)
  • Exercise/Conversion

    Stock Option

    [F13]
    2026-03-09−105,000→ 0 total
    Exercise: $4.75Exp: 2028-03-11→ Common Shares (105,000 underlying)
  • Exercise/Conversion

    Stock Option

    [F13]
    2026-03-09−65,000→ 0 total
    Exercise: $9.44Exp: 2029-09-15→ Common Shares (65,000 underlying)
  • Award

    Performance Share Units

    [F11]
    2026-03-09+20,000→ 20,000 total
    → Common Shares (20,000 underlying)
  • Exercise/Conversion

    Performance Share Units

    [F11]
    2026-03-09−20,000→ 0 total
    → Common Shares (20,000 underlying)
Holdings

  • Common Shares

    (indirect: By Spouse)
    14,300
Footnotes (13)
  • [F1]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 27, 2024.
  • [F10]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $62.00 to $62.30, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F11]Represents shares earned and vested under a performance share unit ("PSU") award granted to the reporting person on March 11, 2024. The number of shares earned is based on a determination by the issuer's Board of Directors of the achievement of one or more prescribed milestones under the terms of the PSU award agreement. The PSUs vested immediately upon such determination.
  • [F12]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading arrangement, in the form of a durable sell-to-cover instruction, adopted by the reporting person on December 3, 2025, solely to satisfy tax withholding obligations related to the vesting of PSUs granted on March 11, 2024.
  • [F13]The shares subject to this option are fully vested and exercisable.
  • [F2]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $58.16 to $59.1425, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F3]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $59.16 to $60.15, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F4]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $60.16 to $61.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F5]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $59.03 to $60.02, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F6]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $60.05 to $61.035, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F7]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $61.055 to $61.555, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F8]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $58.745 to $59.735, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F9]The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price (rounded to two decimal places), respectively, or shares sold. These shares were sold in multiple transactions at prices ranging from $59.75 to $60.60, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
Signature
/s/ Nathaniel Adams, Attorney-in-fact|2026-03-11

Documents

1 file
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    ownership.xmlPrimary

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