Annexon (ANNX) EVP Overdorf sells shares to cover RSU tax

Rhea-AI Filing Summary

Annexon, Inc. executive Michael Overdorf, EVP & Chief Business Officer, reported an open-market sale of 6,225 shares of common stock at a weighted average price of $5.10 per share. According to the disclosure, the shares were sold solely to cover tax withholding obligations arising from the vesting of restricted stock units, and he held 124,464 shares afterward.

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

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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^*

Overdorf Michael

(Last) (First) (Middle)

C/O ANNEXON, INC

1400 SIERRA POINT PKWY, BLDG C, STE 200

(Street)

BRISBANE CA 94005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Annexon, Inc. [ ANNX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF BUSINESS OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		S(1)		6,225	D	$5.1(2)	124,464	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

2. This transaction was executed in multiple trades in prices ranging from $4.93 to $5.16, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

	/s/ Jennifer Lew, Attorney-in-Fact	02/20/2026
	** 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.
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FAQ

What insider transaction did Annexon (ANNX) report for Michael Overdorf?

Annexon reported that EVP & Chief Business Officer Michael Overdorf sold 6,225 shares of common stock. The filing states this sale was made to cover tax withholding obligations tied to the vesting of restricted stock units rather than a discretionary portfolio trade.

At what price did Michael Overdorf sell Annexon (ANNX) shares?

The filing reports a weighted average sale price of $5.10 per Annexon share. It notes the transaction occurred in multiple trades within a price range of $4.93 to $5.16, and detailed trade-by-trade information is available upon request from the reporting person.

How many Annexon (ANNX) shares does Michael Overdorf own after this Form 4 sale?

After selling 6,225 shares, Michael Overdorf beneficially owned 124,464 shares of Annexon common stock directly. This post-transaction holding reflects his remaining equity stake following the tax-related sale linked to restricted stock unit vesting.

Why did Michael Overdorf sell Annexon (ANNX) shares according to the Form 4?

The Form 4 states the shares were sold to satisfy tax withholding obligations from vesting restricted stock units. This indicates the transaction was tied to equity compensation tax requirements rather than a discretionary decision to reduce overall exposure to Annexon stock.

Were Michael Overdorf’s Annexon (ANNX) share sales executed in a single trade?

No. The disclosure explains the sale was executed in multiple trades. Prices ranged from $4.93 to $5.16 per share, with the reported $5.10 figure representing a weighted average; full trade details are available upon request to relevant parties.