FALSE000132673200013267322025-03-132025-03-13

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Date of Report (Date of earliest event reported):  March 13, 2025

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(Exact name of registrant as specified in its charter)

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(Registrant’s telephone number, including area code)

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

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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:

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 On March 13, 2025, Todd Simpson was appointed to serve as a new member of the Board of Directors (the “Board”) of Xencor, Inc. (the “Company”). The Board also appointed Mr. Simpson to the Audit Committee of the Board (the “Audit Committee”).

In accordance with the Company’s amended and restated non-employee director compensation policy, Mr. Simpson is entitled to receive an initial grant consisting of a nonstatutory stock option to purchase shares of the Company’s common stock (the “Common Stock”) with an aggregate Black Scholes option value of $550,000, one-third of which shares will vest on the one-year anniversary of the grant date and the balance of the shares will vest in a series of 24 equal monthly installments thereafter, such that the option is fully vested on the third anniversary of the date of grant, subject to Mr. Simpson’s continuous service through each such vesting date. The option will have an exercise price equal to the closing price of the Common Stock on the date of grant. Mr. Simpson will also be entitled to receive a $50,000 annual cash retainer for service as director and an additional $10,000 annual cash retainer for service as a member of the Audit Committee and will be eligible to receive additional equity compensation in the future. Mr. Simpson will enter into the Company’s standard form of indemnification agreement. Mr. Simpson was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. The Company is not aware of any transaction involving Mr. Simpson requiring disclosure under Item 404(a) of Regulation S-K.

On March 13, 2025, the Company issued a press release announcing the appointment of Mr. Simpson to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)Exhibits.

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.