Xencor Inc 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13(a)- 15(e) and 15(d)- 15(e) under the Securities Exchange Act of 1934, as amended), as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the 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, and that such information is accumulated and communicated to management, including the Company’s 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 such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective at the reasonable assurance level. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s 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 all misstatements. 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 assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. Management believes that the material weaknesses previously disclosed in prior periods have been fully remediated. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report, which is included herein. Changes in Internal Control over Financial Reporting Except as described below, there has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the 104 Company’s internal control over financial reporting. The Company regularly evaluates its controls and procedures and makes improvements in the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process. Remediation of Prior Material Weakness As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company identified material weaknesses related to (i) the design of controls related to the review of the accounting treatment of the proceeds from the sale of future royalties as part of the Company’s non-routine transactions analysis and (ii) the design of controls related to the evaluation of certain tax legislation. During 2025, the Company implemented a remediation plan and several changes to its internal control environment to address these material weaknesses. Specifically, the Company: Non-Routine Transactions : Implemented a more rigorous technical analysis of non-routine transactions and enhanced the process to identify, select, and oversee qualified third-party advisors on highly technical and complex accounting matters, including circumstances where management’s supervision and review controls over significant and unusual transactions require enhanced oversight. Tax Legislation : Enhanced the internal review of work performed by third-party tax advisors and established a formal quarterly process to review income tax legislative changes and their specific impacts on the consolidated financial statements with tax experts. Based on the Company’s testing of the operating effectiveness of these newly implemented controls, the Company has concluded that these material weaknesses have been remediated as of December 31, 2025. Item 9B. Other Information (b) Trading Plans During the fiscal quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated any trading arrangement, including a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 105 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item will be incorporated by reference from the Company’s Definitive Proxy Statement (the “Definitive Proxy Statement”), under the headings Proposal One — Election of Directors, Corporate Governance, Director Compensation, Executive Officers, and Executive Compensation Discussion and Analysis for the Company’s 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025. Item 11. Executive Compensation The information required by this Item will be incorporated by reference from the Definitive Proxy Statement, under the heading Executive Compensation Discussion and Analysis. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item will be incorporated by reference from the Definitive Proxy Statement, under the heading Security Ownership of Certain Beneficial Owners and Management. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item will be incorporated by reference from the Definitive Proxy Statement, under the heading Transactions with Related Persons and Independence of the Board of Directors. Item 14. Principal Accounting Fees and Services The information required by this Item will be incorporated by reference from the Definitive Proxy Statement, under the heading Principal Accountant Fees and Services. Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements - See Index to Consolidated Financial Statements in Part II, Item 8 of this report. (2) Financial Statement Schedules - See Index to Consolidated Financial Statements in Part II, Item 8 of this report. 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 the accompanying notes thereto. (3) Exhibits - The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report on Form 10-K: Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2013). 3.2 Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2023). 4.1 Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 25, 2013). 4.2 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2024). 4.3 Description of Securities (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2025) . 106 10.1* Form of Indemnity Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 11, 2013). 10.2* Xencor, Inc. 2010 Equity Incentive Plan, as amended, and Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 11, 2013). 10.3* Xencor, Inc. 2013 Equity Incentive Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 11, 2013). 10.4* Xencor, Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 11, 2013). 10.5* Xencor, Inc. Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with t he SEC on August 6, 2025 ). 10.6*# Form of Option Agreement. 10.7*# Form of Restricted Stock Unit Agreement. 10.8* Third Amended and Restated Executive Employment Agreement, dated September 4, 2013, by and between the Company and Dr. Bassil I. Dahiyat (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 11, 2013). 10.9* Severance Agreement, dated May 26, 2016 , by and between the Company and Bassil I. Dahiyat (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 3, 2016). 10.10* Severance Agreement, dated May 26, 2016 , by and between the Company and John Desjarlais (incorporated by reference to Exhibit 10.3 to the Company's Quarterly R e port on Form 10-Q filed with the SEC on August 3, 2016). 10.11* Employment Agreement , dated August 5, 2019 , by and between the Company and Celia Eckert (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2020). 10.12* Executive Employment Agreement Addendum , dated November 7, 2023 , by and between the Company and Celia Eckert (incorporated by reference t o Exhibit 10.1 to the Company's Quarterly R e port on Form 10-Q filed with the SEC on November 8, 2023). 10.13* Employment Agreement , dated March 11, 2024 , by and between the Company and Bart Jan Cornelissen (incorporated by reference to Exhibit 10.2 to the Company's Quarterly R e port on Form 10-Q filed with the SEC on May 9, 2024). 10.14 Xencor, Inc. Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2023). 10.15 Lease , dated January 1, 2015 , by and between the Company and BF Monrovia, LLC (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2015). 10.16 Amendment to Lease , dated January 2 6 , 2015 , by and between the Company and BF Monrovia, LLC (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2015). 10.17 Second Amendment to Lease, dated July 5, 2017, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2017). 107 10.18 Third Amendment to Lease, dated April 30, 2020, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2020). 10.19 Fourth Amendment to Lease, dated September 30, 2020, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020). 10.20 Fifth Amendment to Lease, dated October 31, 2020, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2021). 10.21 Sixth Amendment to Lease, dated October 18 , 2022, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2023). 10.22 Agreement of Lease, dated April 30, 2021, by and between the Company and Angelo Gordon Real Estate, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Q uarterly R e port on Form 10-Q filed with the SEC on August 4, 2021). 10.23 First Amendment to Lease, dated July 13, 2021, by and between the Company and AG-LC 465 North Halstead Owner, L.P. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021). 10.24 Second Amendment to Lease, dated August 2, 2022, by and between the Company and AG-LC 465 North Halstead Owner, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2022). 10.25 Third Amendment to Lease, dated January 26, 2024, by and between the Company and AG-LC 465 North Halstead Owner, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024). 10.26^ Collaboration and License Agreement, dated June 27, 2010, by and between the Company and MorphoSys AG (incorporated by reference to Exhibit 10.29 to t h e Company's Annual Report on Form 10-K filed with the SEC on February 27, 2025) . 10.27^ First Amendment to the Collaboration and License Agreement, dated March 23, 2012, by and between the Company and MorphoSys AG (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2025) . 10.28 Second Amendment to the License Agreement, dated January 8, 2020, by and between the Company and MorphoSys AG (incorporated by reference to Exhibit 10.31 to the Company’s Ann ual Report on Form 10-K filed with the SEC on February 23, 2021). 10.29 Third Amendment to the License Agreement, dated July 13, 2020, by and between the Company and MorphoSys AG (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2021). 10.30 Fourth Amendment to the License Agreement , dated February 5, 2024, by and between the Company and MorphoSys AG (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024). 10.31^ Research and License Agreement, dated September 15, 2015, by and between the Company and Amgen Inc. (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2025). 10.32 Amendment No. 1 to the Research and License Agreement, dated November 22, 2019, by and between the Company and Amgen Inc. (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2021). 108 10.33† Amendment No. 1 to the Collaboration and License Agreement , dated September 21, 2016, by and between the Company and Novartis Institutes for BioMedical Research, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 2, 2016). 10.34† Collaboration and License Agreement, dated June 26, 2016, by and between the Company and Novartis Institutes for BioMedical Research, Inc. (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 3, 2016). 10.35 Collaboration and License Agreement, dated December 4, 2020, by and between the Company and Janssen Biotech, Inc. (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2021). 10.36† Collaboration and License Agreement, dated October 1, 2021, by and between the Company and Janssen Biotech, Inc. (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed with the SEC on February 24, 2022). 10.37 First Amendment to Collaboration and License Agreement, dated January 30, 2023, by and between the Company and Janssen Biotech, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023). 10.38 Option and License Agreement, dated January 28, 2013, by and between the Company and Alexion Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S 1, as amended (File No. 333 191689), originally filed with the SEC on October 11, 2013). 10.39† First Amendment to Option and License Agreement , dated June 14, 2019 , by and between the Company and Alexion Pharma Holding (as successor to Alexion Pharmaceuticals, Inc.) (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2023). 10.40† Second Amendment to Option and License Agreement , dated November 28, 2022 , by and between the Company and Alexion Pharma International Operations Limited (as successor to Alexion Pharmaceuticals, Inc.) (incorporated by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2023). 10.41 Sales Agreement , dated February 27, 2023 , by and between the Company and SVB Securities LLC (incorporated by reference to Exhibit 1.2 to the Company's Automatic Shelf Registration Statement on Form S-3ASR filed with the SEC on February 27, 2023). 10.42^ Amended and Restated Collaboration and License Agreement, executed on November 14, 2023 and effective as of June 1, 2024, by and between the Company and Genentech, Inc. and F. Hoffmann-La Roche Ltd (incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2024). 10.43 Royalty Purchase Agreement, entered into on November 3, 2023, by and between the Company and OCM Life Sciences Portfolio LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 7, 2023). 10.44 Royalty Purchase Agreement, entered into on November 3, 2023, by and between the Company and OCM Life Sciences Portfolio LP (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on November 7, 2023). 10.45 Consulting Agreement , dated April 19, 2024, by and between the Company and John J. Kuch (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024). 10.46 Separation Agreement, dated April 19, 2024, by and between the Company and John J. Kuch ( incorporated by reference to Exhibit 10.1 t o the Company's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025). 10.47 Seventh Amendment to Lease, dated August 8, 2025, by and between the Company and 111 Lemon Investors LLC ( incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5 , 2025 ) . 109 10.48 Consulting Agreement, dated June 6, 2025, by and between the Company and Nancy Valente ( incorporated by reference to Exhibit 10. 2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 ) . 19.0 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2025) . 21.1# List of Subsidiaries of Xencor, Inc. 23.1# Consent of Independent Registered Public Accounting Firm ( KPMG LLP). 23.2# C onsent of Ind ependent Registered Public Accounting Firm (RSM US LLP). 24# Power of Attorney (included on signature page herein). 31.1# Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. 31.2# Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. 32.1** Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Xencor, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024). 101.INS XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________ # Filed herewith. † We have received confidential treatment for certain portions of this agreement, which have been omitted and filed separately with the SEC pursuant to Rule 406 under the Securities Act of 1933, as amended. ^ Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Company treats as private or confidential. The Company hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC. * Indicates management contract or compensatory plan. 110 ** These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 16. Form 10-K Summary None. 111 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 25, 2026 Xencor, Inc. By: /s/ B ASSIL I. D AHIYAT , P H .D. Bassil I. Dahiyat, Ph.D. President & Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Bassil I. Dahiyat, Ph.D. and Bart Jan Cornelissen, and each of them acting individually, as his or her true and lawful attorneys-in-fact, each with full power of substitution and resubstitution, for him or her, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 112 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Signature Title Date /s/ B ASSIL I. D AHIYAT , P H .D. Director, President & Chief Executive Officer (Principal Executive Officer) February 25, 2026 Bassil I. Dahiyat, Ph.D. /s/ B ART J AN C ORNELISSEN Sr. Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) February 25, 2026 Bart Jan Cornelissen /s/ A. B RUCE M ONTGOMERY , M.D. Director February 25, 2026 A. Bruce Montgomery, M.D. /s/ K URT G USTAFSON Director February 25, 2026 Kurt Gustafson /s/ K EVIN C. G ORMAN , P H .D. Director February 25, 2026 Kevin C. Gorman, Ph.D. /s/ R ICHARD R ANIERI Director February 25, 2026 Richard Ranieri /s/ E LLEN G. F EIGAL , M.D. Director February 25, 2026 Ellen G. Feigal, M.D. /s/ B ARBARA K LENCKE Director February 25, 2026 Barbara Klencke /s/ T ODD S IMPSON Director February 25, 2026 Todd Simpson /s/ R AYMOND J. D ESHAIES Director February 25, 2026 Raymond J. Deshaies 113