Akebia Therapeutics (AKBA) CEO reports 10b5-1 sales and PSU vesting

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Akebia Therapeutics CEO and President John P. Butler, who is also a director, reported several transactions in Akebia common stock on February 2, 2026. He sold 46,660, 96,065, 114,891, and 83,689 shares at $1.39 per share. According to the footnotes, most of these sales were made automatically by the company to cover tax withholding when restricted stock units and performance stock units vested, and were executed under a Rule 10b5-1 trading plan adopted on September 8, 2025. Butler also acquired 175,250 shares at $1.41 per share upon vesting of performance-based restricted stock units after a stock price performance condition was certified and met. Following these transactions, he directly held 3,297,794 shares and indirectly held 159,928 shares through the Dorothy Butler Revocable Trust dated November 20, 2007.

Insider Trade Summary

Net Seller: 341,305 shares ($474,414)

Net Sell 6 txns

Insider Butler John P.

Role CEO and President

Sold 341,305 shs ($474K)

Type	Security	Shares	Price	Value
Sale	Common Stock	46,660	$1.39	$65K
Sale	Common Stock	96,065	$1.39	$134K
Sale	Common Stock	114,891	$1.39	$160K
Grant/Award	Common Stock	175,250	$1.41	$247K
Sale	Common Stock	83,689	$1.39	$116K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,417,189 shares (Direct); Common Stock — 159,928 shares (Indirect, Held by Dorothy Butler Revocable Trust November 20, 2007)

Footnotes (1)

This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-third of the reporting person's restricted stock units granted on January 31, 2023. This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 2025. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-third of the reporting person's restricted stock units granted on January 31, 2024. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-third of the reporting person's restricted stock units granted on January 31, 2025. As reported in February 2025, the Reporting Person was granted performance-based restricted stock units ("PSUs") pursuant to the Issuer's 2023 Stock Incentive Plan, as amended. Each PSU right represents a contingent right to receive one share of the Issuer's common stock. One-half of the total number of shares of common stock underlying the PSUs vests on the later of (i) the first anniversary of the grant date and (ii) the date that the Compensation Committee certifies that the average closing price of the Issuer's common stock equals or exceeds $3.50 over a 30-day trading period (the "Stock Price Hurdle 1 Performance Condition"), subject to the reporting persons continuous employment through the applicable vesting date. In July2025, the Compensation Committee certified that the Stock Price Hurdle 1 Performance Condition was met during the performance period and therefore one-half of the PSUs vested on January 31, 2026. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-half of the reporting person's performance stock units granted on January 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

02/04/2026 - 04:10 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Butler John P.

(Last)

(First)

(Middle)

C/O AKEBIA THERAPEUTICS, INC.

245 FIRST STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Akebia Therapeutics, Inc. [ AKBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		S		46,660⁽¹⁾⁽²⁾	D	$1.39	3,417,189	D
Common Stock	02/02/2026		S		96,065⁽²⁾⁽³⁾	D	$1.39	3,321,124	D
Common Stock	02/02/2026		S		114,891⁽²⁾⁽⁴⁾	D	$1.39	3,206,233	D
Common Stock	02/02/2026		A		175,250⁽⁵⁾	A	$1.41	3,381,483	D
Common Stock	02/02/2026		S		83,689⁽²⁾⁽⁶⁾	D	$1.39	3,297,794	D
Common Stock								159,928	I	Held by Dorothy Butler Revocable Trust November 20, 2007

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-third of the reporting person's restricted stock units granted on January 31, 2023.

2. This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 2025.

3. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-third of the reporting person's restricted stock units granted on January 31, 2024.

4. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-third of the reporting person's restricted stock units granted on January 31, 2025.

5. As reported in February 2025, the Reporting Person was granted performance-based restricted stock units ("PSUs") pursuant to the Issuer's 2023 Stock Incentive Plan, as amended. Each PSU right represents a contingent right to receive one share of the Issuer's common stock. One-half of the total number of shares of common stock underlying the PSUs vests on the later of (i) the first anniversary of the grant date and (ii) the date that the Compensation Committee certifies that the average closing price of the Issuer's common stock equals or exceeds $3.50 over a 30-day trading period (the "Stock Price Hurdle 1 Performance Condition"), subject to the reporting persons continuous employment through the applicable vesting date. In July2025, the Compensation Committee certified that the Stock Price Hurdle 1 Performance Condition was met during the performance period and therefore one-half of the PSUs vested on January 31, 2026.

6. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-half of the reporting person's performance stock units granted on January 31, 2025.

Remarks:

	/s/ Carolyn M. Rucci, attorney-in-fact for John P. Butler	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Akebia Therapeutics (AKBA) CEO John P. Butler report?

John P. Butler reported multiple transactions on February 2, 2026, including several sales of Akebia common stock at $1.39 per share and an acquisition of 175,250 shares at $1.41 per share tied to performance-based restricted stock unit vesting.

Were Akebia (AKBA) CEO John Butler’s stock sales under a Rule 10b5-1 plan?

Yes. A footnote states that certain sales were made pursuant to a Rule 10b5-1 trading plan adopted by John P. Butler on September 8, 2025, providing a pre-arranged framework for executing trades according to predetermined instructions.

Why did Akebia CEO John Butler sell AKBA shares on February 2, 2026?

Footnotes explain that several sales were made automatically by Akebia to cover tax withholding obligations related to the vesting and settlement of restricted stock units and performance stock units previously granted to John P. Butler.

What performance condition triggered John Butler’s PSU vesting at Akebia (AKBA)?

Performance-based restricted stock units vested after Akebia’s compensation committee certified that the average closing price of Akebia common stock equaled or exceeded $3.50 over a 30-day trading period, referred to as the Stock Price Hurdle 1 Performance Condition.

How many Akebia (AKBA) shares does CEO John Butler own after these Form 4 transactions?

After the reported transactions, John P. Butler directly owned 3,297,794 shares of Akebia common stock and indirectly held 159,928 additional shares through the Dorothy Butler Revocable Trust dated November 20, 2007.

What role do tax withholding sales play in John Butler’s Akebia (AKBA) Form 4?

Several disclosed sales were automatic transactions by Akebia to satisfy tax withholding obligations arising from vesting and settlement of Butler’s restricted stock units and performance stock units, rather than discretionary open-market sales for portfolio reasons.