DiFabio Andrea 4

What Happened

• Andrea DiFabio, Chief Legal Officer of Xenon Pharmaceuticals (XENE), had 3,750 restricted share units (RSUs) convert to common shares on March 12, 2026 and sold 1,342 of those shares on March 13, 2026 in an open-market transaction at $55.23 per share, generating $74,112. The sale was a routine sell-to-cover to satisfy tax withholding; it is not a purchase signal.

Key Details

• Transaction dates and prices:
  • 2026-03-12: 3,750 RSU shares converted to common shares (reported as derivative exercise/ conversion; no cash paid).
  • 2026-03-13: Sold 1,342 shares at $55.23/share for $74,112 (open market sale under a Rule 10b5-1 plan).
• Net shares retained from this vesting: 3,750 vested − 1,342 sold = 2,408 shares added to DiFabio’s holdings (in addition to any prior holdings).
• Footnotes:
  • F1: The 3,750 shares represent the first annual tranche (25%) of an RSU grant made March 12, 2025; the award vests 25% each year over four years beginning March 12, 2026.
  • F2: The sale was effected under a durable Rule 10b5-1 sell-to-cover instruction adopted Dec 3, 2025 to satisfy tax withholding on the RSU vesting.
• Filing timeliness: Transaction reported on Form 4 filed March 13, 2026 for a March 12–13 transaction—appears timely (not late).

Context

• The derivative entries reflect RSU vesting/conversion, not an options-for-cash exercise. The immediate sale of a portion of the vested RSUs was a tax-withholding action under a pre-established 10b5-1 plan (common, routine practice), rather than a discretionary open-market sell for investment purposes.