What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 111 added, 25 removed, 177 unchanged (43% of the section changed)

7 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) of the Securities Exchange Act of 1934.

Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

2 unchanged sentences

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute, assurances.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2 unchanged sentences

Based on this assessment using those criteria, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

Attestation Report of Independent Registered Public Accounting Firm.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included elsewhere in this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.

Changes in internal control over financial reporting.

4 unchanged sentences

We will post amendments to our code of conduct or waivers of the same for directors and executive officers on the “Investors” section on our website located at https://www.xenon-pharma.com .

During the three months ended December 31, 2024, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," each as defined in Item 408 of Regulation S-K.

Adoption of 2025 Inducement Plan

On February 27, 2025, the Board of Directors of the Company approved the 2025 Inducement Equity Incentive Plan (the "2025 Inducement Plan").

Pursuant to the terms of the 2025 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock, and performance awards as an inducement material to individuals being hired, or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries.

The Company has reserved 775,000 common shares for issuance under the 2025 Inducement Plan.

In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek approval of the 2025 Inducement Plan by its shareholders.

The foregoing is a brief description of the material terms of the 2025 Inducement Plan and is qualified in its entirety by reference to the full text of the 2025 Inducement Plan filed as an exhibit to this Annual Report on Form 10-K.

Rule 10b5-1 Trading Plans

From time to time, our officers, as defined in Rule 16a-1(f), and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements, as each term is defined in Item 408 or Regulation S-K.

During the quarter ended December 31, 2025, each of our officers listed in the table below adopted a Rule 10b5-1 trading arrangement intended to qualify as a "plan providing for eligible sell-to-cover transactions" under Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act.

The trading arrangements are in the form of durable sell-to-cover instructions that provide for sales of common shares necessary to satisfy such individual’s tax withholding obligations incurred in connection with the vesting or settlement of restricted share units and performance share units previously granted or that could in the future be granted by the Company, whether vesting is based on the passage of time or the achievement of performance goals.

The total number of shares of common shares that may be sold pursuant to the sell-to-cover instructions is not determinable and the sell-to-cover instructions will remain in place indefinitely unless revoked in writing.

Name and Position

Total Shares to be Sold (1)

Expiration Date (1)

President and Chief Executive Officer

December 3, 2025

Indeterminable

Chief Financial Officer

December 3, 2025

Indeterminable

Chief Commercial Officer

December 3, 2025

Indeterminable

Andrea DiFabio

Chief Legal Officer and Corporate Secretary

December 3, 2025

Indeterminable

Christopher Kenney

Chief Medical Officer

December 3, 2025

Indeterminable

(1) The trading arrangements will apply to the first award of RSUs granted to the applicable officer on or after March 12, 2025;

the first award of PSUs granted to such officer on or after March 11, 2024;

and any RSUs or PSUs that may, from time to time following either such date, be granted to such officer by the Company, other than (i) the portion of any RSU or PSU award that vests prior to the expiration of the applicable cooling-off period as set forth in such officer’s trading arrangement, and (ii) any future granted RSUs or PSUs which by the terms of the applicable award agreement require us to withhold shares for tax withholding obligations in connection with the vesting and settlement of such RSUs or PSUs, as applicable, and therefore do not permit sell-to-cover transactions.

The number of shares sold under these elections will vary based on the tax withholding obligations incurred upon vesting.

Compensatory Arrangements of Certain Officers

On February 26, 2026, the Company entered into an amended and restated employment agreement with each of Ian Mortimer, the Company’s President & Chief Executive Officer;

Tucker Kelly, the Company’s Chief Financial Officer;

Darren Cline, the Company's Chief Commercial Officer;

Andrea DiFabio, the Company’s Chief Legal Officer and Corporate Secretary;

and Christopher Kenney, the Company’s Chief Medical Officer.

Pursuant to the amended and restated employment agreements, each officer received an increase to his or her annual base salary effective as of January 1, 2026 (Mr.

$530,000, Dr.

$590,000) and each of Mr.

Mortimer, Ms.

DiFabio, and Dr.

Kenney received an increase to his or her annual target bonus (the "Target Bonus Amount"), expressed as a percentage of base salary (Mr.

Each of the amended and restated employment agreements with Mr.

Mortimer, Mr.

DiFabio, and Dr.

Kenney provides that if we terminate the applicable executive’s employment without cause (in the cases of Mr.

DiFabio and Dr.

Kenney, as such term is defined in the executive’s employment agreement) outside of the period beginning three months before a Change of Control (as such term is defined in the executive’s employment agreement) and ending 12 months after the Change of Control, we will provide, subject to the receipt of a release of all claims, (i) in the case of Mr.

Mortimer, a working notice of termination (in which case all terms and conditions of employment including compensation and benefits, subject to the applicable insurer’s terms of coverage, will continue), base salary continuance, a lump sum payment of base salary, or an equivalent combination of any of the foregoing, for 18 months (such number of months, the “Mortimer Payment Period”), and in the cases of Mr.

DiFabio and Dr.

Kenney, a lump sum severance payment equal to the executive’s base salary for a number of months equal to 12 months plus one additional month for every one year of consecutive service (up to a combined maximum of 18 months) (such number of months, the “Payment Period”);

(ii) a lump sum payment equal to the executive’s target annual bonus for the fiscal year in which the termination of employment occurs, pro-rated based on the number of days the executive was employed during such fiscal year (the “Pro-Rated Annual Bonus”);

(iii) in the case of Mr.

Mortimer, continued coverage for the executive under our group benefits insurance, or payment of the cost of monthly premiums under our group benefits insurance, until the end of the 18-month period following his termination of employment or the date on which he commences full-time employment;

(iv) in the cases of Mr.

DiFabio, and Dr.

Kenney, Company payment of the employer portion of COBRA premiums for the Payment Period, subject to the executive’s eligibility for, and timely election of, COBRA coverage;

(v) payment to the executive of an amount equal to the contributions for retirement savings that we would have paid on his or her behalf for the Mortimer Payment Period or the Payment Period, as applicable;

and (vi) continued vesting of stock options, restricted stock units, other equity or equity-based awards, and any other deferred compensation granted to the executive for three months following the date the executive’s employment terminates and continued exercisability of such options and deferred compensation for up to six months following termination of employment.

If, during the change of control period, the executive’s employment is terminated without cause or the executive resigns for Good Reason (as such term is defined in the executive’s employment agreement), we will, subject to the receipt of a release of all claims, (i) pay the executive a lump sum amount equal to the product obtained by multiplying (A) the sum of his or her base salary plus his or her target annual bonus by (B) the number of months in the Payment Period divided by 12 (or in the case of Mr.

Mortimer, by two);

(ii) pay the executive the Pro-Rated Annual Bonus;

(iii) pay the executive an amount equal to the contributions for retirement savings that we would have paid on his or her behalf for the Payment Period (or in the case of Mr.

Mortimer, for 24 months);

(iv) fully accelerate the vesting of all of the executive’s unvested stock options, restricted stock units, other equity or equity-based awards (with any performance-based awards vesting in full), and other deferred compensation awards;

(v) provide for the continued exercisability of the executive’s stock options for the longer of (A) six months from the termination of the executive’s employment or (B) the period stipulated in the applicable plan or grant;

(vi) in the case of Mr.

Mortimer, arrange for continued coverage under our group benefits insurance, or payment of the cost of monthly premiums under our group benefits insurance, until the end of the 24-month period after the termination of his employment or until he commences full-time employment;

and (vii) in the cases of Mr.

DiFabio, and Dr.

Kenney, Company payment of the employer portion of COBRA premiums for the Payment Period, subject to the executive’s eligibility for, and timely election of, COBRA coverage.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

49 unchanged sentences

November 5, 2020

Employment Agreement, dated January 13, 2021, by and between the Company and Ian Mortimer.

Employment Agreement, dated January 13, 2021, by and between the Company and Sherry Aulin.

January 14, 2021

1 unchanged sentence

Incorporated by Reference

Employment Agreement, dated January 13, 2021, by and between the Company and Sherry Aulin.

January 14, 2021

Employment Agreement, dated August 18, 2021, by and between the Company and Christopher Kenney.

November 10, 2021

2019 Inducement Equity Incentive Plan and related form of share option agreement .

31 unchanged sentences

August 9, 2022

Employment Agreement, dated November 4, 2022, by and between the Company and Andrea DiFabio.

November 8, 2022

Executive Incentive Compensation Plan.

3 unchanged sentences

August 9, 2023

Description of Document

Incorporated by Reference

Consent to Alterations Agreement between Redstone Enterprises Ltd.

4 unchanged sentences

Form of Performance Share Award Agreement .

Description of Document

Incorporated by Reference

Form of Performance Share Award Agreement.

Letter Agreement, dated January 15, 2025, by and between the Company and Christopher Von Seggern.

February 27, 2025

Consulting Agreement, dated January 17, 2025, by and between the Company and Christopher Von Seggern.

2025 Inducement Equity Incentive Plan and related form agreements.

February 27, 2025

Post-Employment Consulting Agreement, dated February 27, 2025, by and between the Company and Sherry Aulin.

February 27, 2025

Form of Restricted Unit Award Agreement.

August 11, 2025

Form of Restricted Unit Award Agreement.

Amended and Restated 2025 Inducement Equity Incentive Plan and related form agreements.

December 1, 2025

Employment Agreement, dated June 2, 2025, by and between the Company and Darren Cline.

August 11, 2025

Employment Agreement, dated October 4, 2025, by and between the Company and Thomas P.

October 17, 2025

Employment Agreement by and between the Company and Ian Mortimer , effective as of February 25, 2026.

Employment Agreement by and between the Company and Thomas P.

Kelly , effective as of February 25, 2026.

Employment Agreement by and between the Company and Andrea DiFabio , effective as of February 25, 2026.

Employment Agreement by and between the Company and Christopher Kenny , effective as of February 25, 2026.

Employment Agreement by and between the Company and Darren Cline, effective as of February 25, 2026.

Letter from KPMG LLP, dated March 3, 2025.

March 5, 2025

Insider Trading Policy.

February 27, 2025

List of Subsidiaries of the Company.

March 8, 2017

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

7 unchanged sentences

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

Description of Document

Incorporated by Reference

Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document

14 unchanged sentences

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Dawn Svoronos, Ian Mortimer and Sherry Aulin, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Xenon Pharmaceuticals Inc.) to sign any and all amendments and supplements to this report, and any and all other instruments necessary or incidental in connection herewith, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission.

Each person whose signature appears below hereby constitutes and appoints Dawn Svoronos, Ian Mortimer and Thomas P.

Kelly, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Xenon Pharmaceuticals Inc.) to sign any and all amendments and supplements to this report, and any and all other instruments necessary or incidental in connection herewith, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

2 unchanged sentences

February 26, 2026

/s/ Sherry Aulin

/s/ Thomas P.

Chief Financial Officer (Principal Financial and Accounting Officer)

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures