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 4,339 shares of common stock at a weighted average price of $5.42 per share. The filing states the shares were sold to cover tax withholding obligations related to vesting restricted stock units. After this transaction, Overdorf beneficially owns 182,625 shares of Annexon common stock directly.

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)
03/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		S(1)		4,339	D	$5.42(2)	182,625	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 $5.36 to $5.57, 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	03/04/2026
	** 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).
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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 4,339 common shares in an open-market transaction at a weighted average price of $5.42 per share. The sale was disclosed as part of routine insider reporting requirements.

Why did Michael Overdorf sell Annexon (ANNX) shares in this Form 4 filing?

The filing states the 4,339 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. This type of sale is commonly used so executives can satisfy tax liabilities without paying cash.

How many Annexon (ANNX) shares does Michael Overdorf hold after the reported sale?

After the reported transaction, Michael Overdorf beneficially owns 182,625 shares of Annexon common stock directly. This figure reflects his holdings following the tax-related sale of 4,339 shares disclosed in the filing.

At what price were Michael Overdorf’s Annexon (ANNX) shares sold?

The sale was executed in multiple trades between $5.36 and $5.57 per share. The reported transaction price of $5.42 represents the weighted average sale price across these individual trades, as described in the filing footnote.

Was Michael Overdorf’s Annexon (ANNX) share sale a regular open-market trade?

Yes, the transaction is classified as an open-market sale of common stock. However, the filing clarifies that the purpose was specifically to cover tax withholding obligations tied to vesting restricted stock units, not a discretionary portfolio trade.

Does the Annexon (ANNX) filing mention how many separate trades occurred in the sale?

The filing notes the transaction was executed in multiple trades within a price range of $5.36–$5.57 per share. It also states that detailed trade-by-trade information is available to regulators, the company, or shareholders upon request.