Form 4: Xencor Director Kevin Gorman Reports Stock Sales and Equity Grants

Xencor Inc. Director Kevin Charles Gorman reported the acquisition of restricted stock units and stock options, alongside the sale of common stock, as detailed in a recent SEC Form 4 filing.

Summary

• Kevin Charles Gorman, a Director at Xencor Inc. (XNCR), filed a Form 4 detailing recent equity transactions.
• On June 12, 2025, Mr. Gorman acquired 13,686 shares of Common Stock as Restricted Stock Units (RSUs) at a price of $0, which are set to fully vest on the first anniversary of the grant date.
• Also on June 12, 2025, Mr. Gorman acquired 27,372 stock options with an exercise price of $9.43, which will vest in equal monthly installments over one year, fully vesting by June 12, 2026.
• On June 16, 2025, Mr. Gorman disposed of 3,173 shares of Common Stock at a price of $9.22 per share.
• This sale was conducted pursuant to a Rule 10b5-1 plan adopted by Mr. Gorman on June 28, 2024.
• Following these transactions, Mr. Gorman beneficially owns 18,905 shares of Common Stock directly and 27,372 stock options directly.
• The filing was signed by Celia E. Eckert as Attorney-in-Fact for Kevin Charles Gorman, under a Power of Attorney dated February 19, 2025.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the significant equity grants (RSUs and options) received by the director, which align their interests with the company's long-term performance. The stock sale, while a reduction in direct ownership, was pre-planned under a 10b5-1 plan, mitigating negative sentiment.

Positives

• The acquisition of 13,686 Restricted Stock Units (RSUs) at a $0 price indicates equity compensation, aligning the director's interests with shareholder value.
• The grant of 27,372 stock options at a $0 price (for the grant itself) provides future potential upside for the director, contingent on stock performance and vesting.

Negatives

• The disposition of 3,173 shares of common stock by a director, even if pre-planned, represents a reduction in direct ownership.

Future Outlook

The document indicates future vesting schedules for both Restricted Stock Units (RSUs) and stock options, with RSUs fully vesting on the first anniversary of the grant date (June 12, 2025) and stock options vesting monthly over one year, fully vested by June 12, 2026.

Industry Context

This Form 4 filing reflects routine insider equity transactions for a director at a publicly traded biotechnology company. Such transactions are common for executive compensation and personal financial planning, often executed under pre-arranged 10b5-1 plans to avoid accusations of trading on material non-public information. The specific transactions do not provide broad industry trends but are typical for executive compensation structures in the biotech sector.

Related Party Transactions

• The Power of Attorney granted by Kevin C. Gorman to Bassil I. Dahiyat, Bart Jan Cornelissen, and Celia E. Eckert of Xencor, Inc. allows them to execute SEC filings (Forms 3, 4, 5, and 144) on his behalf, which is a standard corporate governance practice for directors and officers.

Stakeholder Impact

• Shareholders: The equity grants (RSUs and options) to a director can be seen as a positive, as they align management's incentives with shareholder value creation. The sale of a small portion of shares under a 10b5-1 plan is generally not a significant concern.
• Employees: No direct impact mentioned.

Next Steps

• The 13,686 Restricted Stock Units (RSUs) are expected to fully vest on the first anniversary of the grant date (June 12, 2025).
• The 27,372 stock options will vest in equal monthly installments over one year, beginning on the one-month anniversary of June 12, 2025, with full vesting by June 12, 2026.

Key Dates

Keywords

Xencor Inc., XNCR, Form 4, Insider Trading, Stock Options, Restricted Stock Units, Equity Compensation, Director Transactions, 10b5-1 Plan, SEC Filing