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XBiotech Inc.

For the period ended Nov 24, 2026. Filed Oct 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 24, 2026 · Filed Oct 2, 2026

XBIT$1.89+1.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

XBiotech Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box)

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

XBiotech Inc.

5217 Winnebago Lane

Austin, Texas 78744

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on November 24, 2026

Dear Shareholder:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Meeting”) of XBiotech Inc., a British Colombia corporation (the “Company”). The meeting will be held on Wednesday, November 24, 2026 at 10:00 a.m. central time in a virtual meeting format only, via the Internet, with no physical in-person meeting, for the following purposes:

1.To elect the five (5) nominees for director named herein to serve until the next annual meeting and their successors are duly elected and qualified.
2.To ratify the selection by the Audit Committee of the Board of Directors of Whitley Penn LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.
3.To approve, on an advisory basis, the compensation of the Company’s named executive officers.

These items of business are more fully described in the Proxy Statement accompanying this notice.

To participate in the Annual Meeting virtually via the Internet, please visit www.proxydocs.com/xbit. In order to attend, you must register in advance at www.proxydocs.com/xbit prior to the deadline of November 23, 2026 at 5:00 p.m. central time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting. You will not be able to attend the Annual Meeting in person.

Our Board unanimously recommends that you vote “For” the election of all five nominees for director, “For” ratification of the selection by the Audit Committee of the Board of Whitley Penn LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026, and “For” approval of the compensation of the Company’s executive officers on an advisory basis.

The record date for the annual meeting is September 25, 2026. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Your vote is very important. Pursuant to the ruled promulgated by the U.S. Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials, including the Notice of Annual Meeting of Shareholders (the “Notice”) and our 2025 Annual Report (which includes our 2025 Annual Report on Form 10-K, which was filed with on March 13, 2026 and supplemented by an amendment on Form 10-K/A filed with the SEC on April 29, 2026), both by sending you a full set of proxy materials and making copies of these materials available on the internet. We expect our 2026 Annual Report and proxy materials to be available on or about October 2, 2026. We urge you to access and review the proxy materials before voting and vote as soon as possible, whether or not you plan to attend the Meeting. This Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet or by mail. You will need the control number printed on your Notice, proxy card or voting instruction card in order to vote and you will not otherwise receive a paper or email copy. A list of shareholders of record will be available during the Meeting for inspection by shareholders for any legally valid purpose relating to the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on November 24, 2026 at 10:00 a.m. central time virtually at www.proxydocs.com/xbit: This Notice, the proxy statement and annual report to shareholders are available at www.proxydocs.com/xbit.

By Order of the Board of Directors

John Simard

Chairman of the Board

Austin, Texas

October 2, 2026

Table of Contents

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT7
PROPOSAL 19
ELECTION OF DIRECTORS9
PROPOSAL 220
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM20
PROPOSAL 322
ADVISORY VOTE ON THE EXECUTIVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS22
EXECUTIVE OFFICERS23
EXECUTIVE COMPENSATION23
CEO PAY RATIO37
PAY VERSUS PERFORMANCE38
DIRECTOR COMPENSATION41
Director Compensation for Fiscal Year 202541
OTHER MATTERS44

**PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.