Xilio Therapeutics, Inc.

Code

S

Shares

1,826

Price

$0.64

Footnotes

6

Restricted stock units ("RSUs") convert to stock on a one-for-one basis. The reported sale of 1,826 shares occurred automatically in a "sell to cover" transaction pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 8, 2024 solely to cover tax withholding obligations in connection with the vesting of restricted stock units. 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 3 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. On December 31, 2025, the performance criteria for a portion of the Tranche 3 Options was met. The portion of Tranche 3 Options that achieved the vesting condition s equal to the percentage of the Series B Warrants exercised and/or cancelled due to the receipt by Xilio Therapeutics, Inc. of Non-Dilutive Capital (as defined in the Series B Warrants) by December 31, 2025. This option vests in three (3) equal annual installments over the three-year period beginning on December 31, 2025, subject to the Reporting Person's continued service to the registrant through each applicable vesting date. These RSUs were granted on January 1, 2024 and vest in four equal annual installments beginning on January 1, 2025.