Form 4: Xencor Director Reports Stock Transactions, Including RSU and Option Grants, and a Planned Sale

A Xencor Inc. director, Alan Bruce Montgomery, reported recent stock transactions including the acquisition of restricted stock units and stock options, alongside a sale of common stock executed under a pre-arranged 10b5-1 plan.

Summary

• Alan Bruce Montgomery, a Director of Xencor Inc. (XNCR), reported several transactions involving the company's securities.
• On June 12, 2025, Mr. Montgomery acquired 13,686 shares of Common Stock in the form of Restricted Stock Units (RSUs) at a price of $0.00 per share. These RSUs are set to fully vest on the first anniversary of the grant date.
• Also on June 12, 2025, Mr. Montgomery acquired 27,372 Stock Options (Right to Buy) with an exercise price of $9.43 per share. These options will vest in equal monthly installments over one year, beginning 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. Montgomery disposed of 2,215 shares of Common Stock at a price of $9.22 per share. This sale was conducted pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 28, 2024.
• Following these transactions, Mr. Montgomery beneficially owns 20,611 shares of Common Stock and 27,372 Stock Options.
• The filing was signed by Celia E. Eckert, Attorney-in-Fact, on June 16, 2025, under a Power of Attorney granted by A. Bruce Montgomery on February 19, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there was a sale of shares, it was pre-planned. The significant grants of RSUs and stock options indicate continued alignment of the director's interests with the company's performance and are a positive sign of ongoing commitment.

Positives

• The grant of 13,686 Restricted Stock Units (RSUs) at $0.00 per share indicates continued equity-based compensation and alignment of the director's interests with shareholders.
• The grant of 27,372 Stock Options with an exercise price of $9.43 per share provides an incentive for the director to contribute to the company's long-term stock price appreciation.

Negatives

• The sale of 2,215 shares of Common Stock at $9.22 per share represents a reduction in the director's direct equity holdings, although it was part of a pre-arranged 10b5-1 plan.

Future Outlook

The acquired Restricted Stock Units are scheduled to fully vest on the first anniversary of the grant date (June 12, 2026). The stock options will vest in equal monthly installments over one year, beginning one month after the grant date, and will be fully vested by June 12, 2026.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity, common across all publicly traded companies. It reflects a director's compensation and personal investment strategy, rather than broader industry trends.

Corporate Governance

Related Party Transactions

• Acquisition of 13,686 Restricted Stock Units from Xencor Inc. by Director Alan Bruce Montgomery on June 12, 2025.
• Acquisition of 27,372 Stock Options from Xencor Inc. by Director Alan Bruce Montgomery on June 12, 2025.
• Disposition of 2,215 shares of Common Stock of Xencor Inc. by Director Alan Bruce Montgomery on June 16, 2025, pursuant to a Rule 10b5-1 plan.

Stakeholder Impact

• Shareholders: The grant of RSUs and options aligns the director's interests with shareholder value creation. The sale of shares, while pre-planned, represents a slight reduction in direct insider ownership.

Next Steps

• Vesting of 13,686 Restricted Stock Units on June 12, 2026.
• Continued monthly vesting of 27,372 Stock Options until fully vested by June 12, 2026.

Key Dates

Recommendation

Keywords

Xencor, XNCR, Form 4, Insider Trading, Stock Options, Restricted Stock Units, Director, Stock Sale, 10b5-1 plan, Equity Compensation