DiFabio Andrea 4

What Happened

• Andrea DiFabio, Chief Legal Officer of Xenon Pharmaceuticals (XENE), had 7,500 performance share units (PSUs) vest and convert to common shares (reported as an award/derivative conversion on 2026-03-09). Following the conversion, she sold 2,607 shares in the open market on 2026-03-10 at $60.11 per share for total proceeds of $156,702. The conversion shows $0 exercise price, consistent with PSUs converting rather than an option purchase.

Key Details

• Transaction dates and prices:
  • 2026-03-09: PSUs vested/converted to 7,500 shares (grant A / conversion M; $0.00 exercise).
  • 2026-03-10: Open-market sale of 2,607 shares at $60.11 each, proceeds $156,702 (sale S).
• Shares owned after transaction: Not specified in this Form 4 filing.
• Footnotes:
  • F1: The 7,500 shares were earned under PSUs granted March 11, 2024; vesting was based on milestone achievement and occurred upon Board determination.
  • F2: The sale was executed under a Rule 10b5-1 durable sell-to-cover instruction adopted Dec 3, 2025, solely to satisfy tax withholding from the PSU vesting.
• Filing timeliness: Form filed March 11, 2026 for transactions on March 9–10; appears to be filed within the usual Form 4 timeframe.

Context

• This sequence is a routine vesting-and-sell-to-cover: PSUs vested and converted to shares (no cash paid on conversion), and a portion was sold automatically under a pre-established 10b5-1 plan to cover tax obligations. Such sell-to-cover transactions are common after equity awards and do not necessarily signal an insider view on the company’s prospects.