GANNON STEVEN 4

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.