| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Brennan Kevin M. | SVP, FINANCE AND ACCOUNTING | 828 WINTER STREET, SUITE 300, WALTHAM | /s/ Kevin Brennan | 25 Nov 2025 | 0001971303 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | XLO | Stock Option (right to buy) | Award | $0 | +132K | $0.00 | 132K | 21 Nov 2025 | Common Stock | 132K | $0.84 | Direct | F1, F2 | |
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -55K | -100% | 0 | 21 Nov 2025 | Common Stock | 55K | $3.17 | Direct | F3, F4 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +55K | 55K | 21 Nov 2025 | Common Stock | 55K | $1.00 | Direct | F3, F4 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -25K | -100% | 0 | 21 Nov 2025 | Common Stock | 25K | $2.79 | Direct | F4, F5 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +25K | 25K | 21 Nov 2025 | Common Stock | 25K | $1.00 | Direct | F4, F5 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -20K | -100% | 0 | 21 Nov 2025 | Common Stock | 20K | $1.08 | Direct | F4, F6 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +20K | 20K | 21 Nov 2025 | Common Stock | 20K | $1.00 | Direct | F4, F6 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | This option vests 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. |
| F3 | This option was granted on April 1, 2023 and vested on March 30, 2024 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 March 30, 2027. |
| F4 | 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 $1.00 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. |
| F5 | Immediately exercisable. |
| F6 | This option was granted on May 1, 2024. The shares underlying the option began vesting on June 1, 2024 and continue to vest in equal monthly installments thereafter through May 1, 2028. |