MORTIMER IAN 4

What Happened
Ian Mortimer, President & CEO and a director of Xenon Pharmaceuticals (XENE), had 12,500 restricted stock units (RSUs) vest on March 12, 2026 (reported as a conversion/exercise of a derivative). Following the vesting, Mortimer sold 7,308 shares in an open-market transaction on March 13, 2026 at $55.23 per share, generating $403,584. The sale was executed pursuant to a pre-established Rule 10b5-1 durable sell-to-cover instruction to satisfy tax withholding on the RSU vesting — a routine, tax-related disposition rather than a discretionary market-timing sale.

Key Details

• Transaction dates/prices:
  • March 12, 2026: 12,500 RSUs vested / converted to shares (Form 4 shows derivative code M).
  • March 13, 2026: Sold 7,308 shares at $55.23 each for $403,584.
• Shares owned after transaction: Not specified in the filing.
• Footnotes:
  • F1: RSU award granted March 12, 2025; vests 25% annually starting March 12, 2026.
  • F2: Sales effected under a Rule 10b5-1 durable sell-to-cover plan adopted Dec 3, 2025 solely to satisfy tax withholding on the RSU vesting.
• Filing timeliness: Reported on March 13, 2026 for a March 12 transaction (filed the next day, not indicated as late).

Context: The filing shows a conversion/exercise-style entry because RSUs converted into shares at vesting. The subsequent partial sale was a tax-withholding sell-to-cover, a common and generally non-informative insider sale used to meet tax obligations.