Form 8-K

8-K — Xencor Inc

Accession: 0001326732-26-000030

Filed: 2026-04-27

Period: 2026-04-23

CIK: 0001326732

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — xncr-20260423.htm (Primary)

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8-K

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FALSE000132673200013267322026-04-232026-04-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2026

___________________________________________________

XENCOR, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________

Delaware

001-36182 20-1622502

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

465 North Halstead Street, Suite 200

Pasadena, California

91107

(Address of Principal Executive Offices)

(Zip Code)

(626) 305-5900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share XNCR Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2026, Xencor, Inc. (the “Company”) adopted the Xencor, Inc. Executive Severance Policy (the “Severance Policy”), pursuant to which certain executives of the Company, including the Company’s currently serving named executive officers with the exception of the Company’s Chief Executive Officer (our “NEOs”), are eligible to receive certain severance benefits as described in the Severance Policy. Among other eligibility conditions, an NEO must sign and return a participation agreement to be eligible to participate in the Severance Policy.

Under the terms of the Severance Policy, in the event the Company terminates an NEO’s employment without Cause or the NEO resigns for Good Reason, (as such terms are defined in the Severance Policy) in either case, other than during the three month period prior to and ending 12 months following the date of a change in control of the Company (the “Change in Control Period”), and the NEO timely executes a general release of claims against the Company and it comes effective, the NEO will receive the following severance benefits:

•a lump sum payment equal to 15 months of annual base salary; and

•payment of COBRA premiums for continued health care coverage for a period of up to 15 months.

In addition, in the event that the Company terminates an NEO’s employment without Cause or the NEO resigns for Good Reason, in either case during a Change in Control Period, and the NEO timely executes a general release of claims against the Company, the NEO will receive, in addition to the benefits listed above, bonus compensation equal to 15 months of such NEO’s target bonus, plus a prorated annual bonus and accelerated vesting of all of the NEO’s outstanding and unvested stock options and equity awards.

The foregoing description of the Severance Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Policy is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description

10.1

Executive Severance Policy, dated April 23, 2026.

104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 27, 2026

XENCOR, INC.

By: /s/ Celia Eckert

Celia Eckert

General Counsel & Corporate Secretary

EX-10.1

Filename: xncr-20260427xexx101.htm · Sequence: 2

Document

Ex. 10.1

Title:

Executive Severance Policy

Policy:

Xencor, Inc., a Delaware corporation (the “Company”), has adopted an Executive Severance Policy (this “Policy”) as described below. This Policy outlines the terms under which severance benefits will be provided to certain executives in the event of involuntary termination without Cause or resignation for Good Reason (as defined below).

Please refer to Section 2 below for definitions of capitalized terms used and not otherwise defined herein.

Scope: This Policy applies to the following employees:

☐ Corporate (applies to all employees of Xencor and its subsidiaries)

☒ Department (applies to selected employees)

List affected employees: Vice Presidents and Above

Human Resources administers this policy.

General Administration:

1.Eligibility

This policy applies to full-time employees holding the title of Vice President, Senior Vice President, Executive Vice President, or C-level officer (collectively “Eligible Executives”) excluding the CEO, who:

a.Have completed at least six (6) months of continuous employment; and

b.Be terminated involuntarily without Cause or resign for Good Reason; and

c.Execute a separation agreement and general release of claims satisfactory to the Company.

This Policy will remain in effect until the date occurring seven (7) years following the date of its original adoption, unless earlier terminated in accordance with Section 6 below (provided that the expiration of this Policy will not adversely affect the rights of any executive with respect to a termination that occurred prior to the expiration date).

2.Definitions

a.“Base Salary” Annual base salary paid by the Company to the Executive.

b.“Bonus Target” Target bonus percentage for which the Executive is eligible.

Executive Severance Policy Continued

c.“Cause” As defined in the Company’s 2013 Equity Incentive Plan and 2023 Equity Incentive Plan, as amended.

d.“Change in Control” As defined in the Company’s 2013 Equity Incentive Plan and 2023 Equity Incentive Plan, as amended.

e.“Committee” The Human Capital Management & Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board.

f.“Good Reason” Without the Eligible Executive’s consent, any of the following:

i.material reduction of, or material adverse change to authority, duties, or responsibilities, where such material reduction in authority or job responsibilities is accompanied by a change in title;

ii.material reduction in your Base Salary, other than pursuant to a Company-wide reduction of annual base salaries for employees of the Company generally; or

iii.relocation of the Company’s executive offices by a distance of 50 miles or more, resulting in an increase of 25 miles or more in one-way commute.

However, any resignation shall only be deemed to be for Good Reason if: (i) the Executive gives the Company written notice of their intent to resign for Good Reason within 60 days following the first occurrence of the condition(s) that they believe constitutes Good Reason, and which notice shall describe such conditions; (ii) the Company fails to remedy, if remediable, such condition(s) within 30 days following receipt of the written notice (“Cure Period”) of such condition(s) from the Employee; and (iii) the employee actually resigns their employment within the first 15 days after expiration of the Cure Period.

g.“Release” A signed and dated general release of all known and unknown claims, as drafted in the Company’s discretion, in a severance agreement acceptable to the Company.

3.Severance Benefits

a.Standard Termination (No Change in Control)

Eligible Executives will receive:

i.Severance Payment. Severance in the form of lump sum payment of Eligible Executive’s final annual Base Salary (to be paid on the date occurring sixty (60) days following the date of the Eligible Executive’s termination) as follows:

Executive Severance Policy Continued

1.Vice Presidents: Nine (9) months

2.Senior Vice Presidents: Twelve (12) months

3.Executive Vice Presidents: Fifteen (15) months

ii.Health Care Continuation Coverage. If the Eligible Executive timely elects continued coverage under COBRA, the Company will pay the COBRA premiums for the Eligible Executive and eligible dependents, if applicable, as follows:

1.Vice Presidents: Nine (9) months

2.Senior Vice Presidents: Twelve (12) months

3.Executive Vice Presidents: Fifteen (15) months

b.Termination in Connection with a Change in Control

Severance benefits described in this section 3(b) are subject to a “double-trigger” requirement and will be payable only if an Eligible Executive experiences an involuntary termination without Cause or resigns for Good Reason within 3 months before or within 12 months after a Change in Control. In such event Eligible Executives will receive the benefits described in 3(a) and:

i.Bonus Compensation (the Bonus Target will be paid in a lump sum on the date occurring sixty (60) days following the date of the Eligible Executive’s termination and the prorated annual bonus will be paid in a lump sum on the date in the calendar year following the Eligible Executive’s termination that annual bonuses are paid to other executives of the Company)

1.Vice Presidents: Nine (9) months at Bonus Target plus prorated annual bonus

2.Senior Vice Presidents: Twelve (12) months at Bonus Target plus prorated annual bonus

3.Executive Vice Presidents: Fifteen (15) months at Bonus Target plus prorated annual bonus

ii.Equity Awards

1.Vesting acceleration of all outstanding stock options and equity awards (if vesting is based on the satisfaction of performance objectives, such objectives shall be deemed satisfied at one hundred percent (100%) of target)

4.No Duplication of Benefits

Executive Severance Policy Continued

In no event shall an Eligible Executive be entitled to any benefits under this Policy if his or her employment with the Company terminates under circumstances that entitle the Executive to receive severance benefits pursuant to the terms of any individual written employment or severance agreement; provided, however, that to the extent that the benefits provided in this Policy are greater than the benefits provided in such written employment or severance agreement, the benefits shall be paid under this Policy in lieu of the benefits provided in the individual written employment or severance agreement.

5.Release Requirement

Payment of the severance benefits described above will be subject to the Eligible Executive executing a Release, which becomes irrevocable at the time specified in the Release, but in no event later than sixty (60) days following the date of the Eligible Executive’s termination.

6.Policy Administration

This Policy shall be interpreted and administered by the Committee (or its delegate). The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Company reserves the right to amend or terminate this policy at any time, provided that no such amendment shall adversely affect the rights of any executive with respect to a termination that has already occurred.

The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.

7.Section 409A Compliance

This Policy is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be interpreted and administered accordingly.

Notwithstanding any provision of this Policy to the contrary:

a.Separation from Service

Any payment or benefit that constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon a termination of employment shall be payable only upon the Eligible Executive’s “separation from service” within the meaning of Section 409A.

Executive Severance Policy Continued

b.Specified Employees

If an Eligible Executive is deemed to be a “specified employee” within the meaning of Section 409A, then any payments or benefits that constitute nonqualified deferred compensation and are payable upon separation from service shall be delayed until the earlier of:

i.the date that is six (6) months following the Eligible Executive’s separation from service; or

ii.the Eligible Executive’s death.

Any delayed payments shall be paid in a lump sum on the earliest permissible payment date.

c.Short-Term Deferral / Separation Pay Exemption

To the extent possible, payments and benefits under this Policy are intended to qualify for exemptions from Section 409A, including the short-term deferral exception and the separation pay exception.

d.Installment Payments

If any payments are made in installments, each installment shall be treated as a separate payment for purposes of Section 409A.

e.Reimbursements and In-Kind Benefits

Any reimbursements or in-kind benefits provided under this Policy shall be made or provided in accordance with the requirements of Section 409A, including that:

i.the amount eligible for reimbursement in any taxable year shall not affect the amount eligible for reimbursement in any other taxable year;

ii.reimbursement shall be made no later than the end of the taxable year following the year in which the expense is incurred; and

iii.the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

f.No Guarantee of Tax Treatment

The Company makes no representation or guarantee regarding the tax treatment of any payments or benefits under this Policy. Each Eligible Executive shall be solely responsible for any taxes imposed under Section 409A or otherwise.

End of Document

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