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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

___________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 30, 2023

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XENCOR, INC.

(Exact name of registrant as specified in its charter)

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Delaware			001-36182			20-1622502
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

465 North Halstead Street, Suite 200 Pasadena, California						91107
(Address of principal executive offices)						(Zip Code)

(626) 305-5900

(Registrant’s telephone number, including area code)

111 West Lemon Avenue

Monrovia, CA

91016

(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 (see General Instruction A.2. below):

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:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			XNCR			Nasdaq Global Market

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

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Material Compensatory Plan, Contract or Arrangement with an Executive Officer.

On April 26, 2023, Xencor, Inc. (the “Company”), announced that Dr. Allen Yang was stepping down from his role as an executive officer of the Company, effective as of May 1, 2023. On June 30, 2023, Dr. Yang signed a separation agreement terminating his employment with the Company as of 5:00 p.m., Pacific time, on June 30, 2023. Pursuant to the separation agreement, Dr. Yang will receive the following benefits: (i) a severance payment, equivalent to 12 months of his base salary, in the amount of $520,000; (ii) a bonus payment, prorated for his employment through the separation date, in the amount of $117,000; and (iii) continued coverage under the Company’s medical, vision, and/or dental insurance plans for up to 12 months.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
104			Cover Page Interactive Data File (formatted as inline XBRL).

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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: June 30, 2023			XENCOR, INC.
			By:			/s/ Celia Eckert
						Celia Eckert
						General Counsel & Corporate Secretary

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