Apellis (NASDAQ: APLS) director fully cashes out in Biogen merger swap
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Craig A. Wheeler exited his Apellis stake as part of the company’s merger with Biogen. On May 14, 2026, he disposed of common shares and cancelled vested stock options in transactions classified as dispositions to the issuer and tender-offer dispositions.
Under the merger terms, each Apellis common share was exchanged for $41.00 in cash plus one contingent value right, which may pay up to an additional $4.00 per share if specified milestones are met. Vested in-the-money options were cancelled for cash based on the excess of the cash amount over the exercise price, plus one contingent value right per underlying share. Following these transactions, Wheeler reported no remaining Apellis common stock or stock options.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
WHEELER CRAIG A
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 28,195 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 14,684 | $0.00 | -- |
| U | Common Stock | 24,444 | $0.00 | -- |
| Disposition | Common Stock | 15,110 | $0.00 | -- |
| Disposition | Common Stock | 7,961 | $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 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 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. 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.
Key Figures
Cash Amount per share: $41.00 per share
Maximum CVR payment: up to $4.00 per share
Common stock tender consideration: $41.00 cash + 1 CVR
+3 more
6 metrics
Cash Amount per share
$41.00 per share
Cash consideration for each Apellis common share in merger
Maximum CVR payment
up to $4.00 per share
Potential additional cash per share via contingent value right
Common stock tender consideration
$41.00 cash + 1 CVR
Offer price for shares tendered before expiration of tender offer
Cash-Out Option example strike price
$25.12 per share
Exercise price on one cancelled vested option series
Second option strike price
$18.20 per share
Exercise price on another cancelled vested option series
Dispose transaction count
5 transactions
Total dispose-direction transactions reported in Form 4
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, contingent value rights agreement, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc."
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.
tender offer financial
"the shares of common stock ... that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR")"
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.
contingent value rights agreement regulatory
"in accordance with the terms and conditions of a contingent value rights agreement (the "CVR Agreement")"
Cash-Out Option financial
"each outstanding and unexercised option ... that was vested ... (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00"
FAQ
What did Apellis (APLS) director Craig A. Wheeler report in this Form 4?
Craig A. Wheeler reported disposing of all his Apellis holdings in connection with the Biogen merger. His common shares and vested stock options were cancelled or exchanged for cash and contingent value rights under the merger agreement terms.
What happened to vested Apellis (APLS) stock options held by Craig A. Wheeler?
Vested Apellis stock options with exercise prices below $41.00 were automatically cancelled at closing. Each such option was converted into cash equal to the excess of $41.00 over its exercise price times underlying shares, plus one contingent value right per underlying share.
What is the maximum additional payment from Apellis (APLS) contingent value rights?
Each contingent value right can pay up to an aggregate of $4.00 in cash, without interest. These potential payments depend on achieving certain specified milestones defined in the contingent value rights agreement executed with the Biogen acquisition.
How was the Apellis (APLS) merger with Biogen structured around a tender offer?
Biogen’s subsidiary first completed a tender offer where tendered Apellis shares received the cash plus contingent value right package. Afterward, the subsidiary merged into Apellis, and remaining outstanding shares were automatically converted into the same consideration at the effective time.