GANNON STEVEN 4

4 · Xenon Pharmaceuticals Inc. · Filed Jun 3, 2026

AI-generated summary of this filing

Updated Jun 4, 2026

Xenon Director Steven Gannon Receives RSUs; 1,416 Shares Withheld

What Happened

Steven Gannon, a director of Xenon Pharmaceuticals (XENE), had 2,645 restricted share units (RSUs) vest on June 1, 2026. Those RSUs converted into common shares; the company withheld 1,416 shares to satisfy tax withholding obligations (calculated at $53.41 per share, totaling $75,629). After withholding, Gannon received a net 1,229 common shares.
On June 3, 2026 Gannon was granted two RSU awards totaling 12,100 RSUs (10,507 + 1,593 RSUs). These new RSUs are derivative awards that vest 100% on the earlier of June 1, 2027 or the day before the issuer’s 2027 annual meeting.

Key Details

Transaction dates: June 1, 2026 (RSU vesting/net settlement); June 3, 2026 (new RSU grants).
Tax withholding: 1,416 shares withheld at $53.41/share → $75,629 remitted (this was a net settlement, not an open-market sale).
Net shares added from the June 1 vesting: 1,229 common shares (2,645 vested − 1,416 withheld).
New grants: 10,507 RSUs and 1,593 RSUs (total 12,100 RSUs) vesting by June 1, 2027 or before the 2027 annual meeting.
Shares owned after the transactions: not specified in the filing.
Filing timeliness: Form 4 was filed June 3, 2026 for June 1 transactions — appears timely (no late filing indicated).
Footnotes: Vesting tied to a June 5, 2025 RSU award that vested 100% on June 1, 2026; withheld shares reflect tax remittance and are not a sale; closing price on June 1, 2026 was used for withholding calculations.

Context

This report reflects routine RSU vesting and director compensation (conversion/settlement of vested RSUs and new RSU grants). The withholding of shares to cover taxes is a common net-settlement practice and should not be read as an open-market sale. The new RSUs are time-based awards that will convert to shares if they vest next year.

Form 4

Period: 2026-06-01

Director

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-06-01+2,645→ 13,286 total
Tax Payment
Common Shares
[F2][F3]
2026-06-01$53.41/sh−1,416$75,629→ 11,870 total
Exercise/Conversion
Restricted Share Units
[F1]
2026-06-01−2,645→ 0 total
→ Common Shares (2,645 underlying)
Award
Share Option (Right to Buy)
[F4]
2026-06-03+10,507→ 10,507 total
Exercise: $53.46Exp: 2036-06-02→ Common Shares (10,507 underlying)
Award
Restricted Share Units
[F5]
2026-06-03+1,593→ 1,593 total
Exercise: $0.00→ Common Shares (1,593 underlying)

Footnotes (5)

[F1]Represents Common Shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person on June 5, 2025. The RSU award vested 100% on June 1, 2026, the day before the date of the issuer's 2026 annual meeting of shareholders.
[F2]Represents the number of Common Shares withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs, and does not represent a sale.
[F3]Represents the closing price of Common Shares on June 1, 2026 for purposes of net settlement calculations.
[F4]Vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders.
[F5]Each RSU represents a contingent right to receive one Common Share vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders.

Signature

/s/ Nathaniel Adams, Attorney-in-fact|2026-06-03

1 file