Xenon Pharmaceuticals Inc. 10-K

Item 9A. Controls and Procedures Evaluation of disclosure controls and procedures . Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level. 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 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: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (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. 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. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013) to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment using those criteria, management has concluded that our internal control over financial reporting was effective as of December 31, 2025. 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. There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 108 Item 9B. Other Information We have a written code of conduct that applies to all of our directors, officers and employees. A copy of the most up-to-date version of our code of conduct is available within the “Investors” section on our company website located at http://www.xenon-pharma.com and on SEDAR+ at www.sedarplus.ca . 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 . 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 Action Date Total Shares to be Sold (1) Expiration Date (1) Ian Mortimer President and Chief Executive Officer Adopt December 3, 2025 Indeterminable Indeterminable Thomas P. Kelly Chief Financial Officer Adopt December 3, 2025 Indeterminable Indeterminable Darren Cline Chief Commercial Officer Adopt December 3, 2025 Indeterminable Indeterminable Andrea DiFabio Chief Legal Officer and Corporate Secretary Adopt December 3, 2025 Indeterminable Indeterminable Christopher Kenney Chief Medical Officer Adopt December 3, 2025 Indeterminable 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. Mortimer: $820,000; Mr. Kelly: $550,000; Mr. Cline: $545,000; Ms. DiFabio: $530,000, Dr. Kenney: $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. Mortimer: 70%; Ms. DiFabio: 45%; Dr. Kenney: 45%). 109 Each of the amended and restated employment agreements with Mr. Mortimer, Mr. Kelly, Mr. Cline, Ms. DiFabio, and Dr. Kenney provides that if we terminate the applicable executive’s employment without cause (in the cases of Mr. Kelly, Mr. Cline, Ms. 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. Kelly, Mr. Cline, Ms. 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. Kelly, Mr. Cline, Ms. 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. Kelly, Mr. Cline, Ms. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 110 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 of Form 10-K, including discussion of our Insider Trading Policy under the heading "Insider Trading Policies," is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. Item 11. Executive Compensation The information required by Item 11 of Form 10-K is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by Item 12 of Form 10-K is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 of Form 10-K is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. Item 14. Principal Accounting Fees and Services The information required by Item 14 of Form 10-K is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. 111 PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements — The financial statements included in Item 8 are filed as part of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules — All schedules have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the consolidated Financial Statements or notes thereto included in Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits — The exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below. (b) Exhibits — The exhibits listed in the table below are filed herewith or are incorporated by reference to exhibits previously filed with the SEC. Exhibit Number Description of Document Incorporated by Reference Form File No. Exhibit Filing Date 3.1 Articles of the Company. 10-Q 001-36687 3.1 December 15, 2014 3.1A Articles of Amendment to the Articles of the Company, creating the Series 1 Preferred Shares. 8-K 001-36687 3.1 March 28, 2018 3.2 Amended and Restated By-laws of the Company. 10-Q 001-36687 3.2 December 15, 2014 4.1 Form of Common Share Certificate. S-1/A 333-198666 4.1 October 6, 2014 4.2 Warrant to Purchase Shares, dated August 3, 2018, by and between Xenon Pharmaceuticals Inc. and Silicon Valley Bank. 8-K 001-36687 4.1 August 7, 2018 4.3 Description of Securities. 4.4 Form of Pre-Funded Warrant . 8-K 001-36687 4.1 October 6, 2021 4.5 Form of Pre-Funded Warrant. 8-K 001-36687 4.1 June 23, 2022 4.6 Form of Pre-Funded Warrant. 8-K 001-36687 4.1 November 30, 2023 10.1# Stock Option Plan, as amended, and form of option agreement thereunder. S-1/A 333-198666 10.7 October 6, 2014 10.2# Amended and Restated 2014 Equity Incentive Plan and form of share option agreement used thereunder. 8-K 001-36687 10.1 June 2, 2022 10.3# Amended and Restated 2014 Equity Incentive Plan and form of share option agreement used thereunder. 8-K 001-36687 10.1 June 5, 2024 10.4# Form of Director and Executive Officer Indemnification Agreement. S-1/A 333-198666 10.15 October 6, 2014 10.5† Asset Purchase Agreement, dated April 25, 2017, by and between the Company and 1st Order Pharmaceuticals, Inc. 10-Q 001-36687 10.2 August 3, 2017 10.6 Milestone and Royalty Buy-Out Agreement, dated September 7, 2018, by and among Xenon Pharmaceuticals Inc., Valeant Pharmaceuticals Ireland Limited and Valeant Pharmaceuticals Luxembourg S.a.r.l. 8-K 001-36687 10.1 September 11, 2018 10.7# Amended and Restated Employment Agreement, dated March 19, 2019, by and between the Company and Robin Sherrington. 10-K 001-36687 10.24 March 9, 2020 10.8# Employment Agreement, dated July 14, 2020, by and between the Company and Christopher Von Seggern. 10-Q 001-36687 10.3 November 5, 2020 10.9# Employment Agreement, dated January 13, 2021, by and between the Company and Sherry Aulin. 8-K 001-36687 10.4 January 14, 2021 112 Exhibit Number Description of Document Incorporated by Reference Form File No. Exhibit Filing Date 10.10# 2019 Inducement Equity Incentive Plan and related form of share option agreement . 8-K 001-36687 10.1 September 10, 2019 10.11†† License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc. 8-K 001-36687 10.1 December 2, 2019 10.12 Share Purchase Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc. 8-K 001-36687 10.2 December 2, 2019 10.13†† Amendment No. 1 to Asset Purchase Agreement, dated August 4, 2020, by and between the Company and 1st Order Pharmaceuticals Inc. 10-Q 001-36687 10.2 August 6, 2020 10.14 At-the-Market Equity Offering Sales Agreement dated as of August 6, 2020, by and among Xenon Pharmaceuticals Inc., Jefferies LLC and Stifel, Nicolaus & Company, Incorporated. 8-K 001-36687 1.1 August 6, 2020 10.15 Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement, dated March 1, 2022, by and among Xenon Pharmaceuticals Inc., Jefferies LLC and Stifel, Nicolaus & Company, Incorporated. 8-K 001-36687 1.1 March 1, 2022 10.16†† Amendment #1, dated January 13, 2021, to the License and Collaboration Agreement, dated December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc. 8-K 001-36687 10.1 January 14, 2021 10.17 Share Purchase Agreement, dated as of September 8, 2021, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc . 8-K 001-36687 10.1 September 8, 2021 10.18 Lease Agreement, effective November 24, 2021, by and between the Company and Redstone Enterprises Ltd. 8-K 001-36687 10.1 December 1, 2021 10.19 Share Purchase Agreement, dated as of January 11, 2022, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc. 8-K 001-36687 10.1 January 12, 2022 10.20†† Amendment #2, dated February 25, 2022, to the License and Collaboration Agreement, dated December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc. 10-K 001-36687 10.30 March 1, 2022 10.21 †† Consent to Alterations and Lease Modification Agreement between Redstone Enterprises Ltd. and Xenon Pharmaceuticals Inc., effective May 19, 2022. 10-Q 001-36687 10.1 August 9, 2022 10.22# Executive Incentive Compensation Plan. 8-K 001-36687 10.1 March 14, 2023 10.23 Consent to Alterations Agreement between Redstone Enterprises Ltd. and Xenon Pharmaceuticals Inc., effective March 27, 2023. 10-Q 001-36687 10.1 August 9, 2023 10.24 Consent to Alterations Agreement between Redstone Enterprises Ltd. and Xenon Pharmaceuticals Inc., effective August 16, 2023. 10-K 001-36687 10.27 February 29, 2024 10.25# Employment Agreement, dated December 15, 2023, by and between the Company and James Empfield. 10-K 001-36687 10.28 February 29, 2024 10.26 Form of Performance Share Award Agreement . 10-Q 001-36687 10.1 May 9, 2024 113 Exhibit Number Description of Document Incorporated by Reference Form File No. Exhibit Filing Date 10.27 Form of Performance Share Award Agreement. 10-Q 001-36687 10.6 May 12, 2025 10.28# Letter Agreement, dated January 15, 2025, by and between the Company and Christopher Von Seggern. 10-K 001-36687 10.30 February 27, 2025 10.29# Consulting Agreement, dated January 17, 2025, by and between the Company and Christopher Von Seggern. 10-K 001-36687 10.31 February 27, 2025 10.30# Post-Employment Consulting Agreement, dated February 27, 2025, by and between the Company and Sherry Aulin. 10-K 001-36687 10.33 February 27, 2025 10.31 Form of Restricted Unit Award Agreement. 10-Q 001-36687 10.5 May 12, 2025 10.32 Form of Restricted Unit Award Agreement. 10-Q 001-36687 10.1 August 11, 2025 10.33 Form of Restricted Unit Award Agreement. 10.34# Amended and Restated 2025 Inducement Equity Incentive Plan and related form agreements. 8-K 001-36687 10.1 December 1, 2025 10.35# Employment Agreement, dated June 2, 2025, by and between the Company and Darren Cline. 10-Q 001-36687 10.2 August 11, 2025 10.36# Employment Agreement, dated October 4, 2025, by and between the Company and Thomas P. Kelly . 8-K 001-36687 10.1 October 17, 2025 10.37# Employment Agreement by and between the Company and Ian Mortimer , effective as of February 25, 2026. 10.38# Employment Agreement by and between the Company and Thomas P. Kelly , effective as of February 25, 2026. 10.39# Employment Agreement by and between the Company and Andrea DiFabio , effective as of February 25, 2026. 10.40# Employment Agreement by and between the Company and Christopher Kenny , effective as of February 25, 2026. 10.41# Employment Agreement by and between the Company and Darren Cline, effective as of February 25, 2026. 16.1 Letter from KPMG LLP, dated March 3, 2025. 8-K 001-36687 16.1 March 5, 2025 19 Insider Trading Policy. 10-K 001-36687 19 February 27, 2025 21.1 List of Subsidiaries of the Company. 10-K 001-36687 21.1 March 8, 2017 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm. 24.1 Powers of Attorney (contained on signature page). 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer 31.2 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer 32.1* Section 1350 Certification of Principal Executive Officer 32.2* Section 1350 Certification of Principal Financial Officer 97 Clawback Policy, effective as of October 2, 2023. 10-K 001-36687 97 February 29, 2024 101.INS 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 114 Exhibit Number Description of Document Incorporated by Reference Form File No. Exhibit Filing Date 101.SCH Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. †† Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because they are private, confidential and not material. # Indicates management contract or compensatory plan. * The Certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Xenon Pharmaceuticals Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary Not applicable. 115 SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 26, 2026 XENON PHARMACEUTICALS INC. By: /s/ Ian Mortimer Ian Mortimer President and Chief Executive Officer POWER OF ATTORNEY 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. Signature Title Date /s/ Ian Mortimer Ian Mortimer President, Chief Executive Officer and Director (Principal Executive Officer) February 26, 2026 /s/ Thomas P. Kelly Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2026 Thomas P. Kelly /s/ Dawn Svoronos Chair of the Board of Directors February 26, 2026 Dawn Svoronos /s/ Gillian Cannon Director February 26, 2026 Gillian Cannon /s/ Steven Gannon Director February 26, 2026 Steven Gannon /s/ Elizabeth Garofalo Director February 26, 2026 Elizabeth Garofalo /s/ Justin Gover Director February 26, 2026 Justin Gover /s/ Patrick Machado Director February 26, 2026 Patrick Machado /s/ Gary Patou Director February 26, 2026 Gary Patou 116