UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~ REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): November 24, 2025

~~Pursuant~~Xenon toPharmaceuticals ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~ Inc.

~~Date of Report~~ (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~November~~in 3,Its ~~2025~~Charter)

XENON PHARMACEUTICALS INC.


Canada	001-36687	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3650 Gilmore Way
Burnaby, British Columbia, Canada		V5G 4W8
(Address of Principal Executive Offices)		(Zip Code)

~~(Exact name of~~ Registrant’s asTelephone ~~Specified~~Number, inIncluding ~~Its~~Area ~~Charter~~Code: (604) 484-3300

Canada	001-36687	98-0661854
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
200-3650 Gilmore WayBurnaby, British Columbia, Canada		V5G 4W8
(Address of Principal Executive Offices)		(Zip Code)

     Not Applicable

    

~~Registrant’s~~(Former ~~Telephone~~Name ~~Number~~or Former Address, ~~Including~~if ~~Area~~Changed ~~Code:~~Since ~~(604)~~Last ~~484-3300~~Report)

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Former~~☐Written ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule if425 ~~changed~~under ~~since~~the ~~last~~Securities ~~report)~~Act (17 CFR 230.425)

~~Check~~☐Soliciting ~~the~~material ~~appropriate~~pursuant ~~box~~to ~~below~~Rule ~~if the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

☐ ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ~~☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Securities~~☐Pre-commencement ~~registered~~communications pursuant to ~~Section~~Rule 1213e-4(bc) ofunder the Exchange Act: (17 CFR 240.13e-4(c))

~~Title~~Securities ofregistered ~~each~~pursuant ~~class~~to ~~Trading~~Section ~~Symbol~~12(sb) ~~Name~~ of ~~each~~the ~~exchange on which registered Common Shares, without par value XENE The Nasdaq Stock Market LLC(The Nasdaq Global Market)~~Act:

~~Indicate~~Title ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405~~ of ~~the~~each ~~Securities~~class ~~Act of 1933~~ TradingSymbol(~~§ 230.405~~s) Name of ~~this~~each ~~chapter)~~exchange oron ~~Rule~~which ~~12b-2~~registered ofCommon ~~the~~Shares, ~~Securities~~without ~~Exchange~~par ~~Act~~value ofXENE ~~1934~~The ~~(§ 240.12b-2~~Nasdaq ofStock ~~this~~Market ~~chapter).~~LLC

~~Emerging~~Indicate by check mark whether the registrant is an emerging growth company ☐as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~If ~~2.02~~an ~~Results~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Operations~~the ~~and~~Exchange ~~Financial~~Act. ~~Condition~~☐

OnItem November 3, 2025, Xenon Pharmaceuticals Inc5.02 (theDeparture “Company”)of announcedDirectors viaor pressCertain releaseOfficers; theElection Company’sof financialDirectors; resultsAppointment for the three and nine months ended September 30, 2025. A copy of theCertain Company’sOfficers; pressCompensatory releaseArrangements is attached hereto as Exhibit 99.1. The information in Item 2.02 of thisCertain Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange CommissionOfficers.

~~Item~~On 7November 24, 2025, Xenon Pharmaceuticals Inc.01 ~~Regulation~~(the FD“Company”) ~~Disclosure~~amended and restated the Company’s 2025 Inducement Equity Incentive Plan (as amended and restated, the “2025 Inducement Plan”) to increase the maximum number of shares of its common stock reserved for issuance under the 2025 Inducement Plan from 775,000 shares to 900,000 shares (subject to adjustments as provided in the 2025 Inducement Plan) to be used exclusively for grants of nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock, and performance awards as an inducement material to individuals being hired, or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries. In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek approval of the 2025 Inducement Plan by its shareholders.

The ~~Company~~foregoing ~~announces~~is ~~material information to the public through~~ a ~~variety~~brief description of ~~means, including filings with~~ the ~~Securities~~material ~~and~~terms ~~Exchange~~of ~~Commission, press releases, public conference calls,~~ the ~~Company’s~~2025 ~~website~~Inducement ~~(https://www.xenon-pharma.com),~~Plan ~~its investor relations website (https://investor.xenon-pharma.com),~~ and ~~its~~is ~~news~~qualified ~~site~~in ~~(https://investor.xenon-pharma.com/news-releases). The Company uses these channels, as well as social media, including~~ its Xentirety ~~(formerly~~by ~~known~~reference ~~as Twitter) account (@XenonPharma), LinkedIn account (https://www.linkedin.com/company/xenonpharma/), and Facebook page (https://www.facebook.com/xenonpharma),~~ to ~~communicate with investors and~~ the ~~public~~full ~~about~~text ~~the~~of ~~Company, its product candidates, and other matters. Therefore,~~ the ~~Company~~2025 ~~encourages~~Inducement ~~investors,~~Plan ~~the~~filed ~~media,~~as ~~and~~an ~~others~~exhibit ~~interested in the Company~~ to ~~review~~this ~~the~~Current ~~information~~Report iton ~~makes~~Form ~~public in these locations, as such information could be deemed to be material information~~8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:


Exhibit Number	Description
10.1	Amended and Restated 2025 Inducement Equity Plan and related form agreements.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit Number	Description
99.1	Press Release issued by Xenon Pharmaceuticals Inc. dated November 3, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			XENON PHARMACEUTICALS INC.

Date:	December 1, 2025	By:	/s/ Thomas P. Kelly
			Thomas P. Kelly Chief Financial Officer

	XENON PHARMACEUTICALS INC.
Date: November 3, 2025	By:	/s/ Thomas P. Kelly
		Thomas P. Kelly
		Chief Financial Officer

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