SEC Form 4 filed by CHIEF MEDICAL OFFICER Luptakova Katarina
$XLO
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Xilio Therapeutics, Inc. [ XLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $0.841 | 11/21/2025(1) | A | 625,000 | (2) | 10/07/2035 | Common Stock | 625,000 | $0 | 625,000 | D | ||||
| Stock Option (right to buy) | $9.69 | 11/21/2025 | D | 44,210 | (3) | 12/06/2031 | Common Stock | 44,210 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $1.5 | 11/21/2025 | A | 44,210 | (3) | 12/06/2031 | Common Stock | 44,210 | (4) | 44,210 | D | ||||
| Stock Option (right to buy) | $2.37 | 11/21/2025 | D | 15,000 | (5) | 10/31/2032 | Common Stock | 15,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $1.5 | 11/21/2025 | A | 15,000 | (5) | 10/31/2032 | Common Stock | 15,000 | (4) | 15,000 | D | ||||
| Stock Option (right to buy) | $2.69 | 11/21/2025 | D | 35,000 | (6) | 12/31/2032 | Common Stock | 35,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $1.5 | 11/21/2025 | A | 35,000 | (6) | 12/31/2032 | Common Stock | 35,000 | (4) | 35,000 | D | ||||
| Stock Option (right to buy) | $2.785 | 11/21/2025 | D | 25,000 | (7) | 08/15/2033 | Common Stock | 25,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $1.5 | 11/21/2025 | A | 25,000 | (7) | 08/15/2033 | Common Stock | 25,000 | (4) | 25,000 | D | ||||
| Stock Option (right to buy) | $2.79 | 11/21/2025 | D | 106,000 | (8) | 09/04/2033 | Common Stock | 106,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $1.5 | 11/21/2025 | A | 106,000 | (8) | 09/04/2033 | Common Stock | 106,000 | (4) | 106,000 | D | ||||
| Explanation of Responses: |
| 1. On October 8, 2025, the Board of Directors (the "Board") approved the adoption of the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan (the "2025 Plan"), subject to stockholder approval of the adoption of the 2025 Plan. On October 8, 2025, the Compensation Committee of the Board granted these options (referred to as "Tranche 1 Options" in the 2025 Plan) to the Reporting Person, subject to stockholder approval of the adoption of the 2025 Plan. The stockholders approved the adoption of the 2025 Plan on November 21, 2025. |
| 2. The options vest in 36 equal monthly installments over the three-year period beginning on December 21, 2025, subject to the Reporting Person's continued service to the registrant through each applicable vesting date. |
| 3. This option was granted on December 7, 2021 and vested on December 2, 2022 with respect to 25% of the shares of common stock underlying the stock option. The remaining 75% of the shares of common stock underlying the stock option continues to vest in 36 equal monthly installments thereafter through December 2, 2025. |
| 4. The transactions reported herein reflect a one-time option repricing, effective on November 21, 2025, which reduced the exercise price of each repriced option to $1.50 per share unless such repriced stock option is exercised prior to November 21, 2026, in which case the original exercise price must be paid (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the repriced options, including, without limitation, any provisions with respect to vesting and expiration, remain in full force and effect. |
| 5. This option was granted on November 1, 2022. The shares underlying the option began vesting on December 1, 2022 and continue to vest in equal monthly installments thereafter through November 1, 2026. |
| 6. This option was granted on January 1, 2023. The shares underlying the option began vesting on February 1, 2023 and continue to vest in equal monthly installments thereafter through January 1, 2027. |
| 7. Immediately exercisable. |
| 8. This option was granted on September 5, 2023. The shares underlying the option began vesting on October 1, 2023 and continue to vest in equal monthly installments thereafter through September 1, 2027. |
| /s/ Kevin Brennan, Attorney-in-Fact | 11/25/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||