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

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

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

~~Pursuant~~FORM to8-K ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~

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

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

~~(Exact~~Date ~~name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Its~~event ~~Charter~~reported): February 26, 2026

Canada	001-36687	Not applicable
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
3650 Gilmore Way
Burnaby, British Columbia, Canada		V5G 4W8
(Address of Principal Executive Offices)		(Zip Code)

XENON PHARMACEUTICALS INC.

~~Registrant’s~~(Exact ~~Telephone~~name ~~Number,~~of ~~Including~~Registrant ~~Area~~as ~~Code:~~Specified ~~(604~~in Its Charter) ~~484-3300~~

Not Applicable


Canada	001-36687	98-0661854
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200-3650 Gilmore Way Burnaby, British Columbia, Canada		V5G 4W8
(Address of Principal Executive Offices)		(Zip Code)

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

~~Check~~Not ~~the~~Applicable ~~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:~~

~~☐Written~~(Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~425~~if ~~under~~changed ~~the~~since ~~Securities~~last ~~Act (17 CFR 230.425~~report)

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

☐ 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))

~~☐Pre-commencement~~Securities ~~communications~~registered pursuant to ~~Rule~~Section ~~13e-4~~12(cb) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.13e-4(c))~~:

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

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

~~Indicate~~Emerging ~~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).~~ ☐

~~Emerging~~If 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. ☐

IfItem an2.02 ~~emerging~~Results 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~~Operations ~~Exchange~~and ~~Act.~~Financial ☐Condition

~~Item~~On 5February 26, 2026, Xenon Pharmaceuticals Inc.02 ~~Departure~~(the of“Company”) ~~Directors~~announced orvia ~~Certain~~press ~~Officers;~~release ~~Election~~the ofCompany’s ~~Directors;~~financial ~~Appointment~~results for the year ended December 31, 2025. A copy of ~~Certain~~the ~~Officers;~~Company’s ~~Compensatory~~press ~~Arrangements~~release is attached hereto as Exhibit 99.1. The information in Item 2.02 of ~~Certain~~this ~~Officers~~Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.

OnItem ~~November 24, 2025, Xenon Pharmaceuticals Inc~~7.01 ~~(the~~Regulation ~~“Company”)~~FD 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.Disclosure

The ~~foregoing~~Company isannounces amaterial ~~brief~~information ~~description~~to the public through a variety of means, including filings with the ~~material~~Securities ~~terms~~and ofExchange Commission, press releases, public conference calls, the ~~2025~~Company’s ~~Inducement~~website ~~Plan~~(https://www.xenon-pharma.com), its investor relations website (https://investor.xenon-pharma.com), and isits ~~qualified~~news insite (https://investor.xenon-pharma.com/news-releases). The Company uses these channels, as well as social media, including its ~~entirety~~X by(formerly ~~reference~~known 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 ~~full~~public ~~text~~about ofthe Company, its product candidates, and other matters. Therefore, the ~~2025~~Company ~~Inducement~~encourages ~~Plan~~investors, ~~filed~~the asmedia, anand ~~exhibit~~others interested in the Company to ~~this~~review ~~Current~~the ~~Report~~information onit ~~Form~~makes ~~8-K~~public in these locations, as such information could be deemed to be material information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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).

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:

SIGNATURES


Exhibit Number	Description
99.1	Press Release issued by Xenon Pharmaceuticals Inc. dated February 26, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~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.~~SIGNATURES

			XENON PHARMACEUTICALS INC.
Date:	December 1, 2025	By:	/s/ Thomas P. Kelly
			Thomas P. KellyChief Financial Officer

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: February 26, 2026	By:	/s/ Thomas P. Kelly
		Thomas P. Kelly
		Chief Financial Officer

Filing Compare · Xenon Pharmaceuticals Inc.