Was the Xenon Pharmaceuticals (XENE) CEO’s share sale discretionary or pre-planned?

The share sale was pre-planned under a Rule 10b5-1 arrangement. Mortimer adopted a durable sell-to-cover instruction on December 3, 2025, used solely to satisfy tax withholding obligations from RSU vesting, reducing the timing signal of the transaction.

Xenon Pharmaceuticals (XENE) CEO reports RSU vesting and 7,308-share tax sale

Q: How many Xenon Pharmaceuticals (XENE) shares did the CEO sell and at what price?

The CEO sold 7,308 Xenon Pharmaceuticals Common Shares. The sale occurred on March 13, 2026 at an average price of $55.225 per share, executed under a Rule 10b5-1 durable sell-to-cover instruction for RSU-related tax withholding.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc. President & CEO Ian Mortimer reported a combination of equity compensation and a small share sale. On March 12, 2026, RSUs covering 12,500 Common Shares vested and were exercised at $0, increasing his direct shareholdings. On March 13, 2026, he executed an open-market sale of 7,308 Common Shares at $55.225 per share under a pre-arranged Rule 10b5-1 “sell-to-cover” instruction adopted on December 3, 2025, solely to satisfy tax withholding tied to the RSU vesting. Following these transactions, Mortimer holds 19,923 Common Shares directly and 14,300 Common Shares indirectly through his spouse, along with 37,500 Restricted Share Units that remain outstanding.

Insider Trade Summary 10b5-1

Net Seller: 7,308 shares ($403,584)

Net Sell 4 txns

Insider MORTIMER IAN

Role PRESIDENT & CEO

Sold 7,308 shs ($404K)

Type	Security	Shares	Price	Value
Sale	Common Shares	7,308	$55.225	$404K
Exercise	Restricted Share Units	12,500	$0.00	--
Exercise	Common Shares	12,500	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 19,923 shares (Direct); Restricted Share Units — 37,500 shares (Direct); Common Shares — 14,300 shares (Indirect, By Spouse)

Footnotes (1)

Represents shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person on March 12, 2025. The RSU award vests 25% on each of the first four anniversaries of the date of grant, beginning on March 12, 2026. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading arrangement, in the form of a durable sell-to-cover instruction, adopted by the reporting person on December 3, 2025, solely to satisfy tax withholding obligations related to the vesting of RSUs granted on March 12, 2025.

Form 4 Insider Transactions: What Each Field Means →

03/13/2026 - 08:16 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MORTIMER IAN

(Last)

(First)

(Middle)

3650 GILMORE WAY

(Street)

BURNABY

V5G 4W8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Xenon Pharmaceuticals Inc. [ XENE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/12/2026		M		12,500⁽¹⁾	A	⁽¹⁾	27,231	D
Common Shares	03/13/2026		S⁽²⁾		7,308	D	$55.225	19,923	D
Common Shares								14,300	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	03/12/2026		M			12,500	⁽¹⁾	⁽¹⁾	Common Shares	12,500	$0	37,500	D

Explanation of Responses:

1. Represents shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person on March 12, 2025. The RSU award vests 25% on each of the first four anniversaries of the date of grant, beginning on March 12, 2026.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading arrangement, in the form of a durable sell-to-cover instruction, adopted by the reporting person on December 3, 2025, solely to satisfy tax withholding obligations related to the vesting of RSUs granted on March 12, 2025.

	/s/ Nathaniel Adams, Attorney-in-fact	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Xenon Pharmaceuticals (XENE) CEO Ian Mortimer report?

Ian Mortimer reported RSU vesting and a related share sale. 12,500 Restricted Share Units vested into Common Shares, and 7,308 Common Shares were sold at $55.225 per share to cover tax withholding obligations under a pre-arranged Rule 10b5-1 instruction.

How many Xenon Pharmaceuticals (XENE) shares did the CEO sell and at what price?

The CEO sold 7,308 Xenon Pharmaceuticals Common Shares. The sale occurred on March 13, 2026 at an average price of $55.225 per share, executed under a Rule 10b5-1 durable sell-to-cover instruction for RSU-related tax withholding.

What RSU activity did Xenon Pharmaceuticals (XENE) disclose for its CEO?

12,500 Restricted Share Units vested and converted into Common Shares. These RSUs were part of an award granted March 12, 2025, vesting 25% annually over four years beginning March 12, 2026, leaving 37,500 RSUs outstanding after the reported vesting event.

What are Ian Mortimer’s holdings in Xenon Pharmaceuticals (XENE) after these transactions?

After the transactions, Mortimer holds multiple Xenon equity positions. He owns 19,923 Common Shares directly, 14,300 Common Shares indirectly through his spouse, and 37,500 Restricted Share Units that remain unvested and outstanding following the March 12, 2026 vesting.

How is the Xenon Pharmaceuticals (XENE) CEO’s RSU grant structured over time?

The CEO’s RSU grant vests in four equal annual installments. The award was granted March 12, 2025 and vests 25% on each of the first four anniversaries starting March 12, 2026, aligning ongoing equity compensation with multi-year service.