Xenon Pharmaceuticals Inc.·4

Jun 3, 9:04 PM ET

Gover Justin D. 4

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

Research Summary

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Xenon (XENE) Director Justin D. Gover Converts Derivative, Receives RSUs

What Happened
Justin D. Gover, a director of Xenon Pharmaceuticals (XENE), had 2,645 derivative units converted into common shares on June 1, 2026 (reflecting vested RSUs) and on June 3, 2026 was reported as the recipient of two RSU awards totaling 12,100 RSUs (10,507 + 1,593). The filings show $0 cash consideration for the awards; the June 1 conversion reflects vested RSUs from a June 5, 2025 grant that vested 100% on June 1, 2026.

Key Details

  • Transaction dates and types:
    • 2026-06-01: Exercise/conversion of derivative — 2,645 shares (acquired as common shares from vested RSUs). Filing shows the derivative disposition at $0 (no cash sale).
    • 2026-06-03: Grant/award of RSUs — 10,507 RSUs and 1,593 RSUs (total 12,100 RSUs) recorded as derivative awards at $0.
  • Vesting/footnotes:
    • F1: The 2,645 shares were from an RSU award granted 6/5/2025 that vested 100% on 6/1/2026.
    • F2/F3: The 10,507 and 1,593 RSUs vest 100% on the earlier of June 1, 2027 or the day before the issuer’s 2027 annual meeting; each RSU converts to one common share upon vesting.
  • Shares owned after transaction: Not disclosed in the reported data.
  • Timing: Filing dated 2026-06-03 for transactions on 6/1 and 6/3 — appears to be a timely Form 4 filing (Form 4 is generally due within two business days).
  • No open-market purchase or sale reported; the “disposed” derivative entry at $0 reflects conversion/cancellation of the derivative, not a cash sale.

Context
These entries are RSU vesting/conversion and new RSU grants — common executive/director compensation and not open-market trades. Such awards increase potential future share ownership if and when the RSUs vest and convert to common shares; they do not represent a market purchase or a sale that would directly signal immediate buying/selling activity.

Insider Transaction Report

Form 4
Period: 2026-06-01
Transactions
  • Exercise/Conversion

    Common Shares

    [F1]
    2026-06-01+2,6452,645 total
  • Exercise/Conversion

    Restricted Share Units

    [F1]
    2026-06-012,6450 total
    Common Shares (2,645 underlying)
  • Award

    Share Option (Right to Buy)

    [F2]
    2026-06-03+10,50710,507 total
    Exercise: $53.46Exp: 2036-06-02Common Shares (10,507 underlying)
  • Award

    Restricted Share Units

    [F3]
    2026-06-03+1,5931,593 total
    Exercise: $0.00Common Shares (1,593 underlying)
Footnotes (3)
  • [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]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.
  • [F3]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

Documents

1 file
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    ownership.xmlPrimary

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