XBiotech Inc. Announces Director Changes and Officer Compensation

Ticker: XBIT · Form: 8-K · Filed: Dec 9, 2025 · CIK: 1626878

Xbiotech Inc. 8-K Filing Summary
FieldDetail
CompanyXbiotech Inc. (XBIT)
Form Type8-K
Filed DateDec 9, 2025
Risk Levelmedium
Pages2
Reading Time3 min
Key Dollar Amounts$750,000
Sentimentneutral

Sentiment: neutral

Topics: director-change, officer-compensation, governance

Related Tickers: XBI

TL;DR

XBiotech swapped a director and updated exec pay. Board changes are in.

AI Summary

XBiotech Inc. announced on December 5, 2025, the departure of Director Dr. George J. V. Johnson and the election of new Director Dr. David M. R. Johnson. The company also reported on compensatory arrangements for certain officers. The filing was made on December 9, 2025.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and changes in compensatory arrangements can indicate internal shifts that may affect company direction or stability.

Key Players & Entities

  • XBiotech Inc. (company) — Registrant
  • Dr. George J. V. Johnson (person) — Departing Director
  • Dr. David M. R. Johnson (person) — Newly Elected Director
  • December 5, 2025 (date) — Date of earliest event reported
  • December 9, 2025 (date) — Filing date

FAQ

Who has departed from the Board of Directors at XBiotech Inc.?

Dr. George J. V. Johnson has departed from the Board of Directors.

Who has been elected as a new Director at XBiotech Inc.?

Dr. David M. R. Johnson has been elected as a new Director.

What is the exact date of the earliest event reported in this 8-K filing?

The earliest event reported is dated December 5, 2025.

When was this Form 8-K filed with the SEC?

This Form 8-K was filed on December 9, 2025.

What other items are covered in this 8-K filing besides director changes?

The filing also covers the election of directors and compensatory arrangements of certain officers.

Filing Stats: 642 words · 3 min read · ~2 pages · Grade level 11.3 · Accepted 2025-12-09 09:00:41

Key Financial Figures

  • $750,000 — annual base salary will be increased to $750,000 while she serves in these roles, with a

Filing Documents

02 Departure of Directors or Certain Officers; Election of Directors; Appointment

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. XBiotech, Inc. ("XBiotech" or the "Company") announces that John Simard notified members of the Board of Directors beginning on December 5, 2025 of his intent to retire from his role as President and Chief Executive Officer of the Company, effective as of December 8, 2025. Mr. Simard will continue to serve as Chairman of the Board of Directors. Sushma Shivaswamy, 47, who has served as XBiotech's Chief Scientific Officer since November 2017, has been appointed to serve as the Company's interim CEO effective December 8, 2025. She will also continue to serve in the role as Chief Scientific Officer. Her annual base salary will be increased to $750,000 while she serves in these roles, with a bonus structure and a full remuneration package to be determined by the Compensation Committee at a later time. Mr. Simard will continue to provide guidance and assistance to the Company with respect to its clinical, scientific, and strategic initiatives in a consulting role pursuant to Section 8(c) of Mr. Simard's Executive Employment Agreement, which was previously filed as Exhibit 10.1 to the Company's October 3, 2025 Form 8-K, and which sets forth the compensation for that role. The Company intends to pay the Severance Amount described in Section 8(b) of the Executive Employment Agreement within the time period specified in that provision. The Board thanks Mr. Simard for his 21 years of leadership, looks forward to his continued support of the Company's mission in his new role, and is confident that Dr. Shivaswamy will lead the Company seamlessly during the interim period before a permanent CEO is appointed. There are no arrangements or understandings between Dr. Shivaswamy and any other persons pursuant to which she was selected as an officer. Dr. Shivaswamy has no family relationships with any of the Company's directors

(a) of Regulation S-K

Item 404(a) of Regulation S-K.

SIGNATURES

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: December 9, 2025 XBIOTECH INC. By: /s/John Simard John Simard Chief Executive Officer and President

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