Form 4: Xencor SVP & CSO Desjarlais Reports Equity Transactions

Xencor's Senior Vice President and Chief Scientific Officer, John R. Desjarlais, reported the acquisition of restricted stock units and stock options, alongside a sale of shares for tax withholding.

Summary

• John R. Desjarlais, SR. VICE PRESIDENT & CSO of Xencor Inc., acquired 24,907 shares of Common Stock as Restricted Stock Units (RSUs) on March 2, 2026, with a grant price of $0.
• These RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, contingent on continuous service.
• On March 3, 2026, Desjarlais sold 2,663 shares of Common Stock at a price of $11.8951 per share to cover tax withholding obligations related to the vesting of 6,253 restricted stock units.
• Desjarlais also acquired 149,440 stock options on March 2, 2026, with an exercise price of $12.3 and an expiration date of March 2, 2036.
• These stock options vest 25% on the one-year anniversary of March 2, 2026, and then 1/48th monthly thereafter, becoming fully vested on the four-year anniversary, subject to continuous service.
• Following these transactions, Desjarlais beneficially owns 270,451 shares of Common Stock and 149,440 derivative securities (stock options).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine and expected set of insider transactions related to executive compensation, indicating ongoing alignment of management incentives with company performance. The tax-related sale is a standard practice.

Positives

• Acquisition of 24,907 Restricted Stock Units (RSUs) at a grant price of $0, aligning executive incentives with shareholder value.
• Grant of 149,440 stock options with an exercise price of $12.3, providing long-term incentive for the Senior Vice President & CSO.

Negatives

• Disposition of 2,663 shares of Common Stock at $11.8951 to cover tax withholding obligations, which is a routine event but reduces direct share ownership.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as RSU grants and option awards, are common practices in the biotechnology industry to align executive incentives with long-term company performance. The sale of shares for tax withholding is also a standard procedure following RSU vesting.

Comparison to Industry Standards

• StockSavvy.ai observes that the vesting schedules for both RSUs (1/3 annually over three years) and stock options (25% after one year, then monthly over four years) are consistent with typical executive compensation structures in the biotech sector, such as those seen at comparable companies like Amgen or Gilead Sciences, which often use multi-year vesting to encourage long-term commitment and performance.

Stakeholder Impact

• Shareholders: The grant of RSUs and options aligns the Senior Vice President & CSO's interests with long-term shareholder value creation, as vesting is contingent on continued service and potential stock price appreciation. The small tax-related sale is unlikely to have a material impact.
• Employees: Reflects standard executive compensation practices, which can influence overall compensation philosophy within the company.

Next Steps

• 1/3 of the acquired Restricted Stock Units will vest on the first, second, and third anniversaries of March 2, 2026.
• 25% of the acquired stock options will vest on the one-year anniversary of March 2, 2026, with the remaining vesting monthly over the subsequent three years.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation grants (RSUs and stock options) and a standard tax-related sale. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions reflect ongoing executive incentive alignment, which is a neutral to slightly positive signal for long-term stability, but not a catalyst for a 'buy' or 'sell' decision based solely on this filing.

Keywords

Xencor Inc, XNCR, Form 4, Insider Trading, Restricted Stock Units, Stock Options, Executive Compensation, John R Desjarlais, Equity Grant, Tax Withholding