AnaptysBio (NASDAQ: ANAB) spins off First Tracks and backs $145M raise

Rhea-AI Filing Summary

AnaptysBio is executing a major restructuring built around spinning off First Tracks Biotherapeutics and returning capital to shareholders. The board approved a pro rata spin-off of First Tracks, with holders of AnaptysBio stock receiving one First Tracks share for each AnaptysBio share held on April 6, 2026, with distribution expected before U.S. market open on April 20, 2026 and First Tracks trading on Nasdaq under “TRAX.”

To fund the new company, First Tracks and EcoR1 Capital agreed to a $145 million private placement at $13.81 per share, including 5,791,478 primary shares generating about $80 million in gross proceeds for First Tracks and 4,705,576 secondary shares sold by EcoR1. AnaptysBio also terminated its prior at‑the‑market equity program and authorized a stock repurchase plan of up to $100 million. Governance changes include appointing Susannah Gray as a director and putting executive transition and separation agreements in place for Dennis Mulroy and Eric Loumeau tied to the spin-off.

Positive

• Spin-off with direct share distribution: AnaptysBio will distribute all First Tracks Biotherapeutics common stock to its shareholders on a one-for-one basis, giving existing investors direct exposure to a dedicated clinical-stage autoimmune and inflammatory disease company.
• $145 million financing for First Tracks: First Tracks Biotherapeutics and EcoR1 Capital secured commitments for a $145 million private placement at $13.81 per share, including $80 million in gross proceeds to First Tracks to support clinical development, notably of ANB033.
• $100 million stock repurchase authorization: AnaptysBio’s board approved a stock repurchase plan of up to $100 million of outstanding common stock, aligning with a capital-return strategy as the company shifts to a royalty-focused operating model.
• Stronger post-spin capital position: After the First Tracks spin-off, AnaptysBio expects to operate with limited headcount, minimal operating expenses and approximately $140–$145 million in net cash and investments, supporting its plan to manage and protect royalty streams.

Negative

• None.

Insights

Equity restructuring analyst

Spin-off, funded private placement and $100M buyback reshape AnaptysBio’s equity story.

AnaptysBio is separating its drug development assets into First Tracks Biotherapeutics, which will trade as “TRAX” and receive $80 million in gross proceeds from a 5,791,478‑share primary issuance at $13.81 per share, within a $145 million private placement that also includes 4,705,576 secondary shares sold by EcoR1.

Post spin-off, AnaptysBio plans to run a lean, royalty-focused model anchored by collaborations on Jemperli and imsidolimab, with an initial $140–$145 million net cash and investments and a board‑authorized $100 million stock repurchase plan. The prior ATM equity program has been terminated, signaling a pivot away from routine share issuance toward potential net capital return.

Governance and leadership moves include appointing Susannah Gray as director and putting transition and separation agreements in place for Dennis Mulroy and Eric Loumeau, who will receive lump‑sum severance equal to nine months of base pay plus COBRA reimbursement and are expected to continue contributing through consulting roles after the April 20, 2026 spin-off. Overall, this package of actions represents a strategic reset toward unlocking value in the clinical pipeline via First Tracks while positioning AnaptysBio as a streamlined royalty vehicle.

ANAPTYSBIO, INC false 0001370053 0001370053 2026-03-26 2026-03-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): March 26, 2026

ANAPTYSBIO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37985		20-3828755
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10770 Wateridge Circle, Suite 210, San Diego, CA				92121
(Address of principal executive offices)				(Zip Code)

(858) 362-6295

(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 $0.001 per share		ANAB		The Nasdaq Stock Market LLC

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 ☐

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. ☐

Explanatory Note

This Current Report on Form 8-K is being filed by AnaptysBio, Inc. (“AnaptysBio” or the “Company”) to report on: (i) the announcement of the approval by the Company’s board of directors (the “Board”) of the distribution of all outstanding shares of First Tracks Biotherapeutics, Inc. (“First Tracks Biotherapeutics” or “SpinCo”) common stock to holders of AnaptysBio common stock as a pro rata dividend prior to U.S. market open on April 20, 2026 (the “Spin-Off”) and (ii) the announcement of the Private Placement (as defined below) of SpinCo common stock.

Item 1.01 Entry into a Material Definitive Agreement.

On March 26, 2026, First Tracks Biotherapeutics and EcoR1 Capital Fund Qualified, L.P. (the “Selling Stockholder”) entered into a purchase agreement (the “Purchase Agreement”) with certain third party investors (collectively, the “Investors”), pursuant to which SpinCo agreed to issue and sell an aggregate 5,791,478 shares of SpinCo’s common stock, par value $0.001 per share (the “Common Stock”) (collectively, the “Primary Shares”), and the Selling Stockholder agreed to sell an aggregate of 4,705,576 shares of Common Stock that the Selling Stockholder will receive in the previously announced Spin-Off of SpinCo from AnaptysBio (the “Secondary Shares” and, together with the Primary Shares, the “Purchased Securities”) to the Investors, at a purchase price of $13.81 per share (the “Private Placement”). The aggregate gross proceeds to First Tracks Biotherapeutics from the sale of the Primary Shares is expected to be approximately $80 million, before deducting offering expenses. First Tracks Biotherapeutics will not receive any proceeds from the sale of the Secondary Shares. The Private Placement is expected to close subject to, and immediately after, the previously announced separation of SpinCo from AnaptysBio, which is expected to occur on April 20, 2026.

The Purchase Agreement contains customary representations, warranties and agreements by SpinCo and the Selling Stockholder, customary indemnification obligations of SpinCo and the Selling Stockholder to the Investors and other obligations of the parties.

In accordance with the Purchase Agreement, the closing of the Private Placement (the “Closing”) is subject to the satisfaction or waiver of certain conditions, including, among others, the effectiveness of the registration statement on Form 10, initially filed with the SEC on March 3, 2026 (as amended, the “Registration Statement”), the completion of the distribution of SpinCo shares substantially on the terms described in that certain Separation and Distribution Agreement, the form of which was filed as Exhibit 2.1 to the Registration Statement, the listing of the Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”), the absence of any material adverse effect on SpinCo since the date of the Purchase Agreement, and other customary closing conditions.

In connection with the Private Placement, SpinCo will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Investors at the Closing, pursuant to which SpinCo will be required to file a registration statement with the SEC covering the resale by the Investors of their shares of Common Stock as promptly as reasonably practicable, and in any event no later than 45 days, following the closing of the Private Placement.

Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

The foregoing descriptions of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and Form of Registration Rights Agreement filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the Purchase Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about First Tracks Biotherapeutics. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the contracting parties,

including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to the Purchase Agreement; and may be subject to standards of materiality applicable to contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of First Tracks Biotherapeutics. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in First Tracks Biotherapeutics’ public disclosures.

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on November 5, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Agent”), pursuant to which the Company could issue and sell, from time to time, shares of its common stock, par value $0.001 per share (the “Common Shares”), up to an aggregate offering price equal to the Maximum Amount (the “ATM Program”).

The Company has issued a termination letter to the Agent to terminate the Sales Agreement. Following the termination of the Sales Agreement, the Company may not offer or sell any additional Common Shares under the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.2 to Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 5, 2024.

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

Appointment of Director

On March 26, 2026, the Board appointed Susannah Gray as a Class I director, a member of the Nominating and Corporate Governance Committee and a member of the Research and Development Committee, effective immediately.

In connection with her appointment as a non-employee director of the Board, Ms. Gray will receive an initial grant following the Spin-Off including (i) pro rata portion of the annual retainer for service as a director for the remaining portion of the year, and (ii) 11,250 restricted stock units, which shall vest over a three-year period, in each case subject to Ms. Gray’s continued service to the Company.

The Company has entered into its standard form of indemnification agreement with Ms. Gray. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 9, 2015 and is incorporated by reference herein.

There are no arrangements or understandings between Ms. Gray and any other persons, pursuant to which Ms. Gray was selected as a member of the Board. There are also no family relationships among any of the Company’s other directors or executive officers and Ms. Gray, and Ms. Gray does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Executive Officer Transitions

On March 26, 2026, Dennis Mulroy and AnaptysBio entered into a transition and separation agreement (the “Mulroy Separation Agreement”), conditioned upon and effective on the separation of SpinCo from AnaptysBio, which is expected to occur on April 20, 2026. The Mulroy Separation Agreement provides that, among other things, the Mulroy Employment Agreement was terminated, and in exchange for executing a general release of claims in favor of the Company, Mr. Mulroy will receive a lump sum payment equal to nine months of base pay and reimbursement for his COBRA premiums for a period of 9 months. Mr. Mulroy is also expected to enter into a consulting agreement with First Tracks Biotherapeutics following the Spin-Off.

The foregoing description of the Mulroy Separation Agreement is qualified in its entirety by reference to the full text of the Mulroy Separation Agreement, which will be filed an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

On March 26, 2026, Eric Loumeau and AnaptysBio entered into a transition and separation agreement (the “Loumeau Separation Agreement”), conditioned upon and effective on the separation of SpinCo from AnaptysBio, which is expected to occur on April 20, 2026. The Loumeau Separation Agreement provides that, among other things, the Loumeau Employment Agreement was terminated, and in exchange for executing a general release of claims in favor of the Company, Mr. Loumeau will receive a lump sum payment equal to nine months of base pay and reimbursement for his COBRA premiums for a period of 9 months. Mr. Loumeau is also expected to enter into consulting agreements with both the Company and First Tracks Biotherapeutics following the Spin-Off.

The foregoing description of the Loumeau Separation Agreement is qualified in its entirety by reference to the full text of the Loumeau Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

Item 7.01 Regulation FD.

Spin-Off

First Tracks Biotherapeutics previously filed the Registration Statement. The Registration Statement includes a preliminary information statement that describes the Spin-Off and provides important information regarding SpinCo’s business and management.

On March 27, 2026, in connection with the previously announced Spin-Off, the Board announced that the Company will distribute all of the outstanding shares of Common Stock of SpinCo to holders of shares of the Company’s common stock as a pro rata dividend prior to the U.S. market open on April 20, 2026. The Common Stock of SpinCo is expected to begin trading on Nasdaq on April 20, 2026 under the ticker “TRAX.” Holders of the Company’s common stock will be entitled to receive one share of SpinCo Common Stock for every share of the Company’s common stock held on April 6, 2026, the record date for the distribution. The distribution is subject to the satisfaction or waiver of certain conditions. A copy of the press release is attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

First Tracks Private Placement

On March 27, 2026, the Company issued a press release announcing the Private Placement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.

Stock Buyback Program

On March 27, 2026, the Company issued a press release announcing that the Board has authorized a stock repurchase plan (the “Stock Repurchase Plan”), under which the Company may repurchase up to $100.0 million of the Company’s outstanding common stock, par value $0.001 per share. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information furnished in Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: statements relating to plans for executing the Spin-Off, the expected timing of the Spin-Off, the expected financial operations and condition of AnaptysBio and First Tracks Biotherapeutics following the Spin-Off, the strategies, plans and objectives of AnaptysBio and First Tracks Biotherapeutics following the Spin-Off, statements relating to the expected timing of closing of the Private Placement, the company’s ability to execute the Stock Repurchase Plan, in whole or in part. Statements including words such as “plan,” “continue,” “expect,” or “ongoing” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause the company’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties related to the company’s ability to advance its product candidates, obtain regulatory approval of and ultimately commercialize its product candidates, the timing and results of preclinical and clinical trials, the company’s ability to fund development activities and achieve development goals, the company’s ability to protect intellectual property, the ability to effect the separation of companies as described herein and other risks and uncertainties described under the heading “Risk Factors” in documents the company files from time to time with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Purchase Agreement, dated as of March 26, 2026, by and among SpinCo, the Selling Stockholder and the Investors party thereto.
10.2		Form of Registration Rights Agreement.
99.1		Press Release, dated March 27, 2026, relating to the Spin-Off.
99.2		Press Release, dated March 27, 2026, relating to the Private Placement.
99.3		Press Release, dated March 27, 2026, relating to the AnaptysBio Stock Repurchase Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 27, 2026

ANAPTYSBIO, INC.
By:		/s/ Dan Faga
		Dan Faga
		President and Chief Executive Officer

Exhibit 99.1

Anaptys Board of Directors Approves Spin-Off of First Tracks Biotherapeutics

• Board sets spin-off distribution date for First Tracks Biotherapeutics: expected to occur April 20, 2026, pre-market

• Stockholders will receive one share of First Tracks Bio common stock for every one share of AnaptysBio common stock owned

• First Tracks Bio initial cash balance of $180 million, inclusive of $80 million from private placement

SAN DIEGO, CA — March 27, 2026 — AnaptysBio, Inc. (Nasdaq: ANAB) today announced that its Board of Directors has approved the previously announced spin-off of First Tracks Biotherapeutics, Inc. (“First Tracks Bio”). The new company is expected to begin “regular-way” trading on the Nasdaq Stock Market LLC (“Nasdaq”) on April 20, 2026, under the ticker symbol “TRAX.”

First Tracks Bio will be a clinical-stage biotechnology company advancing next-generation antibody therapeutics that modulate immune pathways implicated in autoimmune and inflammatory diseases. Its initial three lead development-stage assets will include ANB033, a CD122 antagonist, in a Phase 1b trial for celiac disease and eosinophilic esophagitis; rosnilimab, a pathogenic T cell depleter, which has completed a Phase 2b trial for rheumatoid arthritis; and ANB101, a BDCA2 modulator, in a Phase 1a trial.

“The spin-off of First Tracks into an independent, public company is a strategic step that unlocks the value of our potentially best-in-class development pipeline focused on autoimmune diseases. With an initial two-year cash runway, we are positioned to carve a new trail toward a future where autoimmune diseases no longer define a patient’s life,” said Daniel Faga, who will serve as president and CEO of First Tracks Bio, and as Anaptys’ CEO. “This separation positions Anaptys to remain focused on managing and protecting our royalty streams and First Tracks Bio to focus on developing therapeutics that will deliver long-term value for patients and stockholders.”

Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal adviser to Anaptys for the transaction.

Leadership and Board of Directors for First Tracks Bio

• Executive leadership team will include from Anaptys Daniel Faga, CEO; Paul Lizzul, M.D., Ph.D., CMO; and Ben Stone, CBO

• Announced expected appointment of industry veteran Ajim Tamboli as Chief Financial Officer (CFO)

• Mr. Tamboli brings >25 years’ experience in life sciences as an investor and equity research analyst, as well as significant strategic and financial operations leadership as CFO at multiple public and private biotech companies

• Mr. Tamboli is expected to start on April 20, 2026

• Board of Directors will include certain current members of Anaptys’ Board: Daniel Faga; Dennis Fenton, Ph.D.; John Orwin (Chairman); John Schmid; Magda Marquet, Ph.D.; Rita Jain, M.D.; and Tony Ware, M.D.

Capital Position for First Tracks Bio

• Company to launch with $180 million in cash and an initial two-year cash-runway

• Consisting of $100 million from Anaptys and $80 million in gross proceeds from oversubscribed private placement financing

• Includes participation from new and existing investors including 683 Capital Partners, LP, Adage Capital Partners, L.P., Affinity Asset Advisors, LLC, Ally Bridge Group, Janus Henderson Investors, Palo Alto Investors LP, Point72, StemPoint Capital LP, TCGX, Trails Edge Capital Partners, Vestal Point Capital, Woodline Partners LP, a leading mutual fund, and other institutional investors.

Spin-off and Trading Dynamics

• To effect the separation, Anaptys’ Board of Directors approved a distribution to Anaptys stockholders of all shares of First Tracks Bio common stock. Holders of Anaptys common stock will be entitled to receive one share of First Tracks Bio common stock for every one share of Anaptys common stock held on the expected record date of April 6, 2026

• The distribution is expected to occur on April 20, 2026, prior to market open

• For U.S. federal income tax purposes, the distribution is expected to be a taxable transaction for Anaptys

• The distribution is subject to certain conditions described in the registration statement on Form 10 filed by First Tracks Bio

• Anaptys stockholders do not need to take any action to receive shares of First Tracks Bio common stock to which they are entitled as Anaptys stockholders. Additionally, stockholders do not need to make any payment, or surrender or exchange shares of Anaptys common stock, to participate in the separation

• Following completion of the planned spin-off, Anaptys will continue to operate as a standalone company

• Anaptys stockholders will continue to hold their shares of Anaptys common stock that will continue to be listed on Nasdaq under the ticker symbol “ANAB”

• Anaptys anticipates that “when-issued” trading of First Tracks Bio common stock on Nasdaq will begin on or about April 6, 2026, and First Tracks Bio common stock will begin “regular-way” trading on Nasdaq on the distribution date, April 20, 2026, under the symbol “TRAX”

• Anaptys stockholders who hold shares of common stock on the record date of April 6, 2026, and decide to sell any of those shares before the distribution date, should consult their stockbroker, bank or other nominee to understand whether the shares of Anaptys common stock will be sold with or without entitlement to First Tracks Bio common stock distributed pursuant to the distribution

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: statements relating to plans for executing the spin-off, the expected timing of the spin-off, the expected financial operations and condition of Anaptys and First Tracks Bio following the spin-off; the strategies, plans and objectives of Anaptys and First Tracks Bio following the spin-off; expectations related to the leadership, management, and staffing of Anaptys and First Tracks Bio following the spin-off; expectations regarding the structure, infrastructure, timing and taxation of the proposed separation of companies; whether any of First Tracks Bio’s product candidates will be best in class; and the projected cash runway for Anaptys and First Tracks Bio. Statements including words such as “plan,” “continue,” “expect,” or “ongoing” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause its results to differ materially from

those expressed or implied by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause the company’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties related to the company’s ability to advance its product candidates, obtain regulatory approval of and ultimately commercialize its product candidates, the timing and results of preclinical and clinical trials, the company’s ability to fund development activities and achieve development goals, the company’s ability to protect intellectual property, the ability to effect the separation of companies as described herein and other risks and uncertainties described under the heading “Risk Factors” in documents Anaptys files from time to time with the Securities and Exchange Commission and First Tracks Bio has filed in its Form 10 registration statement. These forward-looking statements speak only as of the date of this press release, and the company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Investor Contact:

Nick Montemarano

Executive Director, Investor Relations

858.732.0178

investors@anaptysbio.com

Exhibit 99.2

First Tracks Biotherapeutics, the Planned Spin-Off of Anaptys, Secures Commitments of $145 Million in Private Placement

• Inclusive of $80 million in proceeds from private placement by leading investors

• First Tracks Biotherapeutics to launch with $180 million in cash and two-year cash-runway

SAN DIEGO, CA — March 27, 2026 — AnaptysBio, Inc. (Nasdaq: ANAB) today announced that its planned spin-off, First Tracks Biotherapeutics, Inc. (“First Tracks Bio”), and EcoR1 Capital (the “Selling Stockholder”) have entered into a purchase agreement with certain third-party investors for a $145 million private placement, before deducting placement agent fees and other expenses.

In the transaction, First Tracks Bio is selling an aggregate of 5,791,478 shares of First Tracks Bio’s common stock (the “Primary Shares”) at a price of $13.81 per share resulting in $80 million in gross proceeds to the company. Closing of the private placement is conditioned on, and is expected to occur upon, the completion of the previously announced spin-off of First Tracks Bio from AnaptysBio, Inc. (“Anaptys”), which is expected to occur on April 20, 2026.

The Selling Stockholder is selling an aggregate of 4,705,576 shares of First Tracks Bio’s common stock, also at a price of $13.81 per share.

First Tracks Bio intends to use the proceeds from the sale of the Primary Shares for general corporate purposes, including for clinical development of ANB033, a CD122 antagonist.

The financing included participation from new and existing investors including 683 Capital Partners, LP, Adage Capital Partners, L.P., Affinity Asset Advisors, LLC, Ally Bridge Group, Janus Henderson Investors, Palo Alto Investors LP, Point72, StemPoint Capital LP, TCGX, Trails Edge Capital Partners, Vestal Point Capital, Woodline Partners LP, a leading mutual fund, and other institutional investors.

Leerink Partners, Barclays and UBS Investment Bank are acting as placement agents for the financing.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities will not and have not been registered under the Securities Act of 1933, as amended, and may not be reoffered or resold in the United States absent registration or an applicable exemption from registration requirements. First Tracks Bio has agreed to file a registration statement with the SEC registering the resale of the common stock sold in the transaction.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: whether the financing will close and the timing therefor; and whether the spin-off of First Tracks Bio will occur and the timing therefor. Statements including words such as “plan,” “continue,” “expect,” or “ongoing” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause its results to differ materially from those expressed or implied by such forward-looking

statements. Forward-looking statements are subject to risks and uncertainties that may cause the company’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties related to the company’s ability to advance its product candidates, obtain regulatory approval of and ultimately commercialize its product candidates, the timing and results of preclinical and clinical trials, the company’s ability to fund development activities and achieve development goals, the company’s ability to protect intellectual property, the ability to effect the separation of companies as described herein and other risks and uncertainties described under the heading “Risk Factors” in documents the company files from time to time with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release, and the company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Investor Contact:

Nick Montemarano

Executive Director, Investor Relations

858.732.0178

investors@anaptysbio.com

Exhibit 99.3

Anaptys Announces $100 Million Stock Repurchase Plan

and Provides a Business Update

• Anaptys to spin-off biopharma operations into First Tracks Biotherapeutics, with a target distribution date of April 20, 2026

• Anaptys to manage the financial collaborations for Jemperli with GSK and imsidolimab with Vanda, with a focus on protecting and returning their value to shareholders, as well as an initial ~$140-$145 million in net cash and investments

• Susannah Gray, former CFO of Royalty Pharma, appointed to Anaptys’ Board of Directors

SAN DIEGO, CA — March 27, 2026 — AnaptysBio, Inc. (Nasdaq: ANAB) today announced that its Board of Directors has authorized a Stock Repurchase Plan under which the company may repurchase up to $100,000,000 of the company’s outstanding common stock, par value $0.001 per share, and provided a business update.

Following the planned spin-off of First Tracks Biotherapeutics (“First Tracks Bio”) (NASDAQ: TRAX) on April 20, 2026, Anaptys will manage the financial collaborations for Jemperli with GSK and imsidolimab with Vanda, with a focus on protecting and returning their value to shareholders. The company will operate with limited FTEs, minimal operating expenses and an initial ~$140-$145 million in net cash and investments.

The company has also expanded its Board of Directors, adding industry veteran Susannah Gray. Gray brings deeply relevant corporate and royalty finance experience, as well as capital markets expertise, to Anaptys.

“Anaptys will emerge post the spin-off of First Tracks with a clear mandate: protect and maximize the value of our partnered assets and return that value to shareholders, including through the $100 million stock repurchase plan announced today,” said Daniel Faga, who will serve as Anaptys’ CEO and president and CEO of First Tracks Bio. “Alongside our Board of Directors who helped secure the Jemperli and imsidolimab royalty streams that anchor our strategy, Susannah brings the discipline, foresight and conviction needed to drive Anaptys’ transformation and unlock the full potential of our royalty-based model.”

Anaptys’ Operating Model Post Spin-Off

• Manage the financial collaborations for Jemperli with GSK and imsidolimab with Vanda, with a focus on protecting and returning their value to shareholders

• Virtual operating model with less than ~10 FTEs operating as contractors to support the essential functions of a public company

• Anticipate annualized operating expenses of less than $10 million and a greater than 95% EBIT margin

• Anticipate paydown of remaining non-recourse debt monetization to Sagard by the end of Q2 2027

Anaptys Leadership and Board of Directors Updates

• Daniel Faga will continue as CEO of Anaptys post the spin-off of First Tracks Bio

• Search initiated for a chief financial officer (CFO) for Anaptys post the spin-off of First Tracks Bio

• Announced appointment of Susannah Gray to the Board of Directors

• Ms. Gray has more than 30 years of biopharmaceutical experience, specifically in corporate and royalty finance, as well as capital markets expertise

• Ms. Gray spent 14 years as CFO of Royalty Pharma before retiring in 2019

• Ms. Gray will stay on Anaptys’ Board following the spin-off of First Tracks Bio

Stock Repurchase Plan

• Announced a $100.0 million stock repurchase plan under which the company may repurchase outstanding common stock, par value $0.001 per share, from time to time in open market transactions, or other means in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-18 of the Exchange Act. The company’s previously announced stock repurchase plan expires on March 31, 2026.

• The timing, number of shares repurchased and prices paid for the stock under this program will depend on general business and market conditions, as well as corporate and regulatory limitations, prevailing stock prices and other considerations

• The Stock Repurchase Plan will expire on Dec. 31, 2026, may be suspended or discontinued at any time, and does not obligate the company to acquire any amount of common stock

• Anaptys has engaged Piper Sandler & Co. as exclusive financial advisor to assist with the process

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: statements relating to plans for executing the spin-off, the expected timing of the spin-off, the expected financial operations and condition of Anaptys following the spin-off; the strategies, plans and objectives of Anaptys following the spin-off; expectations related to the leadership, management, and staffing of Anaptys following the spin-off; expectations regarding the structure, infrastructure, timing and taxation of the proposed separation of companies; timing of paydown of financial obligations to Sagard; the potential to receive any royalties or milestone payments from the Vanda Pharmaceuticals license agreement; and the potential to receive any additional milestones or royalties from the GSK collaboration and timing therefor. Statements including words such as “plan,” “continue,” “expect,” or “ongoing” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause the company’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties related to the company’s ability to advance its product candidates, obtain regulatory approval of and ultimately commercialize its product candidates, the timing and results of preclinical and clinical trials, the company’s ability to fund development activities and achieve development goals, the company’s ability to protect intellectual property, the ability to effect the separation of companies as described herein and other risks and uncertainties described under the heading “Risk Factors” in documents the company files from time to time with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release, and the company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Investor Contact:

Nick Montemarano

Executive Director, Investor Relations

858.732.0178

investors@anaptysbio.com

FAQ

What does AnaptysBio’s (ANAB) spin-off of First Tracks Biotherapeutics involve?

AnaptysBio will spin off First Tracks Biotherapeutics as an independent Nasdaq-listed company. Shareholders receive one First Tracks share for each AnaptysBio share held on the April 6, 2026 record date, with distribution expected before U.S. market open on April 20, 2026.

How many First Tracks Biotherapeutics shares are being sold in the private placement?

The private placement covers 10,497,054 First Tracks Biotherapeutics shares. The company will issue 5,791,478 primary shares, raising about $80 million in gross proceeds, while EcoR1 Capital will sell 4,705,576 secondary shares, all priced at $13.81 per share to institutional investors.

How much funding will First Tracks Biotherapeutics receive from the financing?

First Tracks Biotherapeutics expects approximately $80 million in gross proceeds from selling 5,791,478 primary shares at $13.81 each. These funds are earmarked for general corporate purposes, including clinical development of ANB033, a CD122 antagonist for autoimmune and inflammatory disease indications.

What is AnaptysBio’s new $100 million stock repurchase plan?

AnaptysBio’s board authorized a stock repurchase plan allowing buybacks of up to $100 million of its outstanding common stock. This plan supports a strategy of returning value to shareholders as AnaptysBio transitions to a lean, royalty-focused business model following the First Tracks spin-off.

How will AnaptysBio operate after the First Tracks Biotherapeutics spin-off?

After the spin-off, AnaptysBio plans to manage financial collaborations for Jemperli and imsidolimab with minimal staff and operating expenses. It expects about $140–$145 million in net cash and investments, focusing on protecting and monetizing its royalty streams rather than advancing internal drug development.

What executive and board changes did AnaptysBio announce with the spin-off?

AnaptysBio appointed Susannah Gray as a Class I director and committee member. It also entered separation agreements with Dennis Mulroy and Eric Loumeau, providing nine months of base-pay severance and COBRA reimbursement, with both expected to continue supporting AnaptysBio and First Tracks through consulting arrangements.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 21.5 KB
• EX-99.2 EX-99.2 8.4 KB
• EX-99.3 EX-99.3 18.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 198.8 KB
• EX-10.2 EX-10.2 124.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB