Annexon (ANNX) EVP awarded 250,000 options and 62,500 RSUs

Rhea-AI Filing Summary

Annexon, Inc. executive Michael Overdorf, EVP & Chief Business Officer, reported equity awards consisting of stock options and restricted stock units. He was granted 250,000 stock options at an exercise price of $0.00 per share, with 1/48th of the option vesting monthly from February 19, 2026 so that all options vest over four years, subject to continued service. He also received 62,500 RSUs, each convertible into one share of common stock, with 1/3 vesting each year on February 19 starting in 2027, also conditioned on continued service.

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
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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)
02/19/2026

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	02/19/2026		A		62,500(1)	A	$0	186,964	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
Stock Option (Right to Buy)	$5.1	02/19/2026		A		250,000		(2)	02/19/2036	Common Stock	250,000	$0	250,000	D

Explanation of Responses:

1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 1/3rd of the RSUs vest annually on February 19 of each year, with the first 1/3rd vesting on February 19, 2027, subject to Reporting Person's continuous service with the Issuer as of each such vesting date.

2. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 19, 2026 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to Reporting Person's continuous service with the Issuer as of each such vesting date.

	/s/ Jennifer Lew, Attorney-in-Fact	02/23/2026
	** 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 transactions did Annexon (ANNX) report for Michael Overdorf?

Annexon reported that EVP & Chief Business Officer Michael Overdorf received equity awards, not open‑market trades. He was granted 250,000 stock options and 62,500 restricted stock units, both with multi‑year vesting schedules tied to his continued service with the company.

How many stock options were granted to Annexon EVP Michael Overdorf?

Michael Overdorf was granted 250,000 stock options. These options vest gradually, with 1/48th of the shares vesting each month starting February 19, 2026, so the entire grant becomes fully vested on the fourth anniversary, assuming he remains employed by Annexon.

What are the vesting terms of Michael Overdorf’s Annexon RSU award?

Overdorf received 62,500 restricted stock units that convert into one Annexon common share each upon vesting. One third of the RSUs vest annually on February 19, beginning in 2027, with each tranche requiring his continuous service with the company through the applicable vesting date.

Did Michael Overdorf buy or sell Annexon (ANNX) shares in this Form 4?

The Form 4 shows equity awards, not market purchases or sales. It reports grants of stock options and restricted stock units awarded as compensation, all at a reported price of $0.00 per share, subject to multi‑year vesting based on his continued service to Annexon.

How many Annexon shares does Michael Overdorf own after these transactions?

Following the reported grant, Overdorf’s direct common stock holdings total 186,964 shares. In addition, he now holds derivative rights to 250,000 shares through stock options and 62,500 shares through RSUs, which will only deliver stock as they vest over time.