Apellis (APLS) revises executive separation plan tied to Biogen merger

Rhea-AI Filing Summary

Apellis Pharmaceuticals, Inc. reported that its compensation committee approved an amendment and restatement of the Apellis Pharmaceuticals, Inc. Executive Separation Benefits and Retention Plan in connection with its previously announced Agreement and Plan of Merger with Biogen Inc. and Aspen Purchaser Sub, Inc.

The amended and restated Executive Separation Benefits and Retention Plan will become effective on, and is subject to the occurrence of, the Closing Date as defined in the Merger Agreement. The filing indicates this change is part of the broader transaction structure related to the planned merger.

Insights

Corporate governance analyst

Apellis aligns executive separation plan with its pending Biogen merger.

Apellis updated and restated its Executive Separation Benefits and Retention Plan in direct connection with the Agreement and Plan of Merger involving Biogen and Aspen Purchaser Sub. This type of change typically clarifies leadership treatment if the merger closes.

The plan becomes effective only on the Closing Date defined in the Merger Agreement, tying these executive protections to completion of the transaction. This is a common governance step in significant mergers and, based on the excerpt, does not itself alter the financial profile of the deal.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Executive Separation Benefits and Retention Plan, Agreement and Plan of Merger, Closing Date

3 terms

Executive Separation Benefits and Retention Plan financial

"approved an amendment and restatement of the Apellis Pharmaceuticals, Inc. Executive Separation Benefits and Retention Plan"

Agreement and Plan of Merger regulatory

"in connection with the transactions contemplated by the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Closing Date regulatory

"The A&R Separation Benefits Plan will become effective on, and subject to the occurrence of, the Closing Date"

Understanding 8-K Material Events →

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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): April 28, 2026

Apellis Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38276		27-1537290
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Fifth Avenue Waltham, MA		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 977-5700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ 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, $0.0001 par value per share		APLS		Nasdaq Global Select Market

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. ☐

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

On April 28, 2026, the compensation committee of the board of directors of Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) approved an amendment and restatement of the Apellis Pharmaceuticals, Inc. Executive Separation Benefits and Retention Plan (the “A&R Separation Benefits Plan”), in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Biogen Inc., a Delaware corporation, and Aspen Purchaser Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent. The A&R Separation Benefits Plan will become effective on, and subject to the occurrence of, the Closing Date (as defined in the Merger Agreement) and reflects the following amendments to the current terms of the Executive Separation Benefits and Retention Plan:

• the unvested right of each participant (which includes each named executive officer of the Company) to receive payments with respect to Converted Options and Converted RSU Awards (each, as defined in the Merger Agreement) pursuant to the terms of the Merger Agreement will accelerate and vest in full in the event of such participant’s termination of employment by Company other than for cause or resignation for good reason at any time before such rights are fully vested by their terms; and

• the proviso in the definition of “Good Reason” that excludes changes in scope solely as a result of the Company becoming a subsidiary of another corporation will not apply to C-Level Officers (as defined in the Executive Separation Plan and which includes each named executive officer of the Company).

SIGNATURES

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

				Apellis Pharmaceuticals, Inc.
Date: May 4, 2026				By:		/s/ Timothy Sullivan
				Name:		Timothy Sullivan
				Title:		Chief Financial Officer

FAQ

What did Apellis Pharmaceuticals (APLS) change in this 8-K filing?

Apellis disclosed that its compensation committee approved an amendment and restatement of the Executive Separation Benefits and Retention Plan. The update is linked to the Agreement and Plan of Merger with Biogen and Aspen Purchaser Sub and will take effect only when the merger closing occurs.

How is the Apellis (APLS) executive separation plan connected to the Biogen merger?

The amended Executive Separation Benefits and Retention Plan was approved specifically in connection with the Agreement and Plan of Merger among Apellis, Biogen, and Aspen Purchaser Sub. Its effectiveness is conditioned on the Closing Date defined in that merger agreement, directly tying it to completion of the transaction.

When does the amended Apellis executive separation and retention plan become effective?

The amended and restated Executive Separation Benefits and Retention Plan becomes effective on the Closing Date, as that term is defined in the Merger Agreement. This means executive separation and retention terms described in the amended plan take effect only if and when the merger actually closes.

Which parties are involved in Apellis Pharmaceuticals’ merger agreement referenced in this filing?

The Agreement and Plan of Merger referenced in the filing is among Apellis Pharmaceuticals, Inc., Biogen Inc., and Aspen Purchaser Sub, Inc. Aspen Purchaser Sub is described as a Delaware corporation and a direct wholly owned subsidiary of Biogen, indicating a standard acquisition structure.

Who signed the Apellis (APLS) 8-K related to the executive separation plan amendment?

The report was signed on behalf of Apellis Pharmaceuticals, Inc. by Timothy Sullivan, who is identified as the company’s Chief Financial Officer. His signature confirms the company’s authorization of the filing describing the amended and restated Executive Separation Benefits and Retention Plan.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB