Biogen–Apellis (APLS) deal pays $41 cash plus CVRs as executive equity is restructured
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals executive Mark Jeffrey DeLong reported multiple equity award changes tied to the company’s merger with Biogen. Common shares tendered before the merger were exchanged for $41.00 in cash per share plus one contingent value right (CVR) that may pay up to an additional $4.00 per share upon specified milestones.
Following completion of the tender offer, Biogen’s subsidiary merged into Apellis, making Apellis a wholly owned subsidiary. In connection with this, DeLong disposed of common stock and stock options back to the issuer or via the tender offer, and received new stock awards, including grants of 18,303, 36,606, 19,006 and 41,250 shares of common stock as compensation-related awards rather than open‑market purchases.
Positive
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Negative
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Insights
Executive equity reshaped by Biogen–Apellis cash-and-CVR merger.
The filing shows how Chief Business & Strat Officer Mark Jeffrey DeLong’s equity was converted in Biogen’s acquisition of Apellis. Public shareholders and tendered executive shares receive $41.00 in cash plus one CVR, which may pay up to an additional $4.00 per share if milestones are achieved.
DeLong’s transactions are largely mechanical: dispositions to the issuer, tender-offer participation, and cancellation of underwater options, alongside new stock grants of 18,303, 36,606, 19,006 and 41,250 shares. This reshapes his incentives toward post‑closing service and CVR performance rather than signaling any discretionary buying or selling.
The footnotes detail different treatments for RSUs and options based on vesting status and exercise price thresholds at $41.00 and $45.00. Future company disclosures may clarify whether CVR milestones are met and what additional cash, if any, becomes payable under those instruments.
Insider Trade Summary
21 transactions reported
Mixed
21 txns
Insider
DeLong Mark Jeffrey
Role
Chief Business & Strat Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 82,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 14,799 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,224 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 18,750 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 30,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 6,952 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 30,845 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 24,666 | $0.00 | -- |
| U | Common Stock | 114,591 | $0.00 | -- |
| Grant/Award | Common Stock | 41,250 | $0.00 | -- |
| Disposition | Common Stock | 41,250 | $0.00 | -- |
| Grant/Award | Common Stock | 19,006 | $0.00 | -- |
| Disposition | Common Stock | 19,006 | $0.00 | -- |
| Grant/Award | Common Stock | 36,606 | $0.00 | -- |
| Disposition | Common Stock | 36,606 | $0.00 | -- |
| Grant/Award | Common Stock | 18,303 | $0.00 | -- |
| Disposition | Common Stock | 18,303 | $0.00 | -- |
| Disposition | Common Stock | 36,606 | $0.00 | -- |
| Disposition | Common Stock | 4,909 | $0.00 | -- |
| Disposition | Common Stock | 8,482 | $0.00 | -- |
| Disposition | Common Stock | 21,381 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc. (the "Issuer"), Biogen Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Aspen Purchaser Sub, Inc. ("Purchaser"), dated as of March 31, 2026, the shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged for: (i) $41.00 per share of Common Stock, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding (the "Cash Amount"), plus (ii) one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR"), (continued from footnote 1) which entitles the holder to receive potential payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and conditions of a contingent value rights agreement (the "CVR Agreement" and the Cash Amount plus one CVR, together, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of the filing and acceptance of the certificate of merger relating thereto on May 14, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent. In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, (continued from footnote 2) was automatically converted into the right to receive the Offer Price from Purchaser, without interest and subject to reduction for any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award") that was subject to both a time-based and a performance-based vesting schedule (other than RSUs granted in January 2026 and for which performance-based vesting schedule was based on total shareholder return), was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award, as determined based on the target level of performance, multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. (continued from footnote 4) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement, provided that such payments will no longer be subject to performance-based vesting. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was granted in January 2026 subject to both a time-based and a performance-based vesting schedule, with the performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR"), was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award, as determined based on the actual performance determined by the compensation committee of the Issuer's board of directors as of May 8, 2026 (which is the latest practicable date prior to the Effective Time), (continued from footnote 6) multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. On May 11, 2026, the compensation committee certified that the Relative TSR as of May 8, 2026 was at the 93.3rd percentile, which resulted in a payout percentage of 200% of target for each such Converted RSU Award, as reported in the table above. Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, (continued from footnote 7) as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement, provided that such payments will no longer be subject to performance-based vesting. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was subject solely to a time-based vesting schedule (including, for the avoidance of doubt, any Converted RSU Award for which the performance period of any applicable performance metric had already ended) was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. (continued from footnote 9) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of Common Stock that was vested pursuant to its existing terms or that vested as a result of the transactions contemplated by the Merger Agreement (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00 (the Cash Amount) was automatically cancelled and converted into the right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such option, multiplied by (y) the excess of the Cash Amount over the exercise price per share of such option and (ii) one CVR for each share of Common Stock underlying such option. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Cash-Out Option that had an exercise price per share that was equal to or greater than the Cash Amount, and less than the sum of (i) $41.00 (the Cash Amount) plus (ii) $4.00 (i.e., the maximum amount payable pursuant to a CVR assuming that the milestones are achieved) (such sum of $45.00, the "Aggregate Amount"), was automatically cancelled and converted into the right to receive one CVR for each share of Common Stock underlying such Cash-Out Option (with any payable milestone payment amounts being reduced by the excess, if any, of the applicable exercise price per share over the Cash Amount). Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each vested or unvested option with an exercise price per share that was equal to or greater than $45.00 (the Aggregate Amount) was cancelled without consideration and will have no further force or effect.
Key Figures
Cash Amount per share: $41.00 per share
Maximum CVR payment: $4.00 per share
Shares tendered by DeLong: 114,591 shares
+5 more
8 metrics
Cash Amount per share
$41.00 per share
Cash consideration for each Apellis common share in tender offer
Maximum CVR payment
$4.00 per share
Aggregate potential additional cash under each contingent value right
Shares tendered by DeLong
114,591 shares
Common stock tendered pursuant to Biogen’s offer
New stock grant
41,250 shares
One compensation-related common stock award following merger
Performance payout level
200% of target
Converted RSU awards based on Relative TSR as of May 8, 2026
Relative TSR percentile
93.3rd percentile
Apellis total shareholder return vs. Nasdaq Biotechnology Index peers
Option strike threshold
$45.00 per share
Aggregate Amount above which options were cancelled without consideration
Cancelled option block
82,500 options
Stock option with $19.39 exercise price disposed to issuer
Key Terms
contingent value right, Converted RSU Award, Cash-Out Option, Relative TSR, +2 more
6 terms
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Converted RSU Award financial
"each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award")"
Cash-Out Option financial
"each outstanding and unexercised option to purchase shares of Common Stock that was vested ... (each, a "Cash-Out Option")"
Relative TSR financial
"performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR")"
Aggregate Amount financial
"the sum of (i) $41.00 (the Cash Amount) plus (ii) $4.00 ... (such sum of $45.00, the "Aggregate Amount")"
double-trigger vesting financial
"including any "double-trigger" vesting provisions applicable to the Converted RSU Award"
Double-trigger vesting is a rule for employee stock options or restricted shares that requires two events before the employee fully owns them: usually a passage of time (or continued work) and a second event such as the company being sold or the employee being let go after that sale. It matters to investors because it affects how much equity stays with key employees after a merger or acquisition, which can influence management stability, integration risk, and the ultimate value or dilution of shares — like needing two separate keys to open an important lock.
FAQ
What did the Apellis (APLS) Form 4 disclose about the Biogen merger terms?
The Form 4 describes Apellis shares being exchanged for $41.00 in cash plus one contingent value right (CVR) per share. Each CVR can pay up to an additional $4.00 in cash if specified milestones in the CVR agreement are achieved.
What new stock awards did Mark Jeffrey DeLong receive in the Apellis (APLS) merger?
DeLong received several grant or award acquisitions of common stock, including awards covering 18,303, 36,606, 19,006 and 41,250 shares. These represent compensation-related stock awards, not open-market purchases, and are shown with zero transaction price per share in the filing.
How were Apellis (APLS) RSUs treated in the Biogen merger?
Certain Apellis RSUs were cancelled and replaced with rights to cash plus CVRs. Time- and performance-based RSUs generally convert into cash equal to shares times the $41.00 cash amount plus one CVR per share, with continued service-based vesting but no further performance-based vesting requirements.
What happened to Apellis (APLS) stock options in the Biogen acquisition?
Vested or newly vested options with exercise prices below $41.00 were cashed out for the spread over $41.00 plus one CVR per share. Options priced between $41.00 and $45.00 received CVRs only, while options at or above $45.00 were cancelled without consideration.