| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Russo Rene | PRESIDENT AND CEO, Director | 828 WINTER STREET, SUITE 300, WALTHAM | /s/ Kevin Brennan, Attorney-in-Fact | 25 Nov 2025 | 0001722066 |
| 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 | +2,075,000 | $0.000000 | 2,075,000 | 21 Nov 2025 | Common Stock | 2,075,000 | $0.8410 | Direct | F1, F2 | |
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -239,703 | -100% | 0 | 21 Nov 2025 | Common Stock | 239,703 | $5.51 | Direct | F3, F4 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +239,703 | 239,703 | 21 Nov 2025 | Common Stock | 239,703 | $1.50 | Direct | F3, F4 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -473,334 | -100% | 0 | 21 Nov 2025 | Common Stock | 473,334 | $5.89 | Direct | F3, F4 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +473,334 | 473,334 | 21 Nov 2025 | Common Stock | 473,334 | $1.50 | Direct | F3, F4 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -135,134 | -100% | 0 | 21 Nov 2025 | Common Stock | 135,134 | $11.69 | Direct | F3, F4 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +135,134 | 135,134 | 21 Nov 2025 | Common Stock | 135,134 | $1.50 | Direct | F3, F4 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -50,041 | -100% | 0 | 21 Nov 2025 | Common Stock | 50,041 | $16.00 | Direct | F3, F4 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +50,041 | 50,041 | 21 Nov 2025 | Common Stock | 50,041 | $1.50 | Direct | F3, F4 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -100,000 | -100% | 0 | 21 Nov 2025 | Common Stock | 100,000 | $13.83 | Direct | F4, F5 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +100,000 | 100,000 | 21 Nov 2025 | Common Stock | 100,000 | $1.50 | Direct | F4, F5 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -150,000 | -100% | 0 | 21 Nov 2025 | Common Stock | 150,000 | $12.66 | Direct | F4, F6 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +150,000 | 150,000 | 21 Nov 2025 | Common Stock | 150,000 | $1.50 | Direct | F4, F6 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -350,000 | -100% | 0 | 21 Nov 2025 | Common Stock | 350,000 | $2.69 | Direct | F4, F7 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +350,000 | 350,000 | 21 Nov 2025 | Common Stock | 350,000 | $1.50 | Direct | F4, F7 | |||
| transaction | XLO | Stock Option (right to buy) | Disposed to Issuer | -700,000 | -100% | 0 | 21 Nov 2025 | Common Stock | 700,000 | $2.78 | Direct | F3, F4 | ||
| transaction | XLO | Stock Option (right to buy) | Award | +700,000 | 700,000 | 21 Nov 2025 | Common Stock | 700,000 | $1.50 | Direct | F3, F4 |
| 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 | 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. |
| F3 | Immediately exercisable. |
| 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 $1.50 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. |
| F5 | This option was granted on December 22, 2021. The shares underlying the option began vesting on January 1, 2022 and continue to vest in equal monthly installments thereafter through December 1, 2025. |
| F6 | This option was granted on February 22, 2022. The shares underlying the option began vesting on March 1, 2022 and continue to vest in equal monthly installments thereafter through February 1, 2026. |
| F7 | 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. |