Form 4: Xencor Director Kurt Gustafson Reports RSU Grant, Option Award, and Stock Sale Under 10b5-1 Plan

Xencor Inc. Director Kurt A. Gustafson reported the acquisition of restricted stock units and stock options, alongside a sale of common stock executed under a pre-arranged 10b5-1 trading plan.

Summary

• Kurt A. Gustafson, a Director of Xencor Inc. (XNCR), reported recent transactions involving the company's securities.
• On June 12, 2025, Mr. Gustafson acquired 13,686 shares of Common Stock in the form of Restricted Stock Units (RSUs) at a price of $0. These RSUs are set to fully vest on June 12, 2026.
• Also on June 12, 2025, he acquired 27,372 stock options with an exercise price of $9.43. These options will vest in equal monthly installments over one year, starting one month after the grant date, and will be fully vested by June 12, 2026, with an expiration date of June 11, 2035.
• On June 16, 2025, Mr. Gustafson disposed of 2,993 shares of Common Stock through a sale at a price of $9.22 per share. This transaction was conducted pursuant to a Rule 10b5-1 trading plan adopted on June 28, 2024.
• Following these transactions, Mr. Gustafson beneficially owns 20,183 shares of Common Stock and 27,372 derivative stock options.

Sentiment

Score: 6

Explanation: The document reports a mix of positive (equity grants) and neutral (pre-planned stock sale) insider transactions. The grants are positive for aligning director interests, while the sale is a routine personal financial event under a 10b5-1 plan, not necessarily indicative of negative sentiment towards the company.

Positives

• Grant of 13,686 Restricted Stock Units (RSUs) to a director, indicating ongoing compensation and alignment of interests with shareholders.
• Grant of 27,372 stock options to a director, providing long-term incentive and potential for future equity participation.

Negatives

• Sale of 2,993 shares of common stock by a director, which reduces their direct equity holding.

Future Outlook

N/A. This Form 4 filing primarily reports individual insider transactions and does not contain forward-looking statements or company guidance.

Industry Context

This Form 4 filing details routine insider transactions for a director at a biotechnology company. Such transactions, particularly those under 10b5-1 plans, are common and reflect individual compensation and financial planning rather than broader industry trends or strategic shifts.

Comparison to Industry Standards

• N/A. This document reports individual insider transactions (RSU grant, option award, and stock sale) and does not contain company-wide financial results or operational metrics that can be directly compared to industry benchmarks or specific competitor performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of RSUs and stock options to a director aligns their interests with shareholders by providing equity incentives. The sale under a 10b5-1 plan is a pre-scheduled personal financial event and typically has minimal direct impact on other shareholders.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Full vesting of 13,686 Restricted Stock Units on June 12, 2026.
• Full vesting of 27,372 Stock Options on June 12, 2026, with monthly vesting installments beginning one month after June 12, 2025.

Key Dates

Recommendation

Keywords

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