Biogen–Apellis (NASDAQ: APLS) merger gives $41 cash plus CVRs to shareholders

Rhea-AI Filing Summary

Apellis Pharmaceuticals’ chief executive Cedric Francois reported major equity changes tied to the company’s merger with Biogen. Common shares tendered in the offer were exchanged for $41.00 per share in cash plus one contingent value right, which can pay up to an additional $4.00 in cash upon specified milestones. The filing shows large dispositions of common stock and stock options, both directly and through several family trusts, in connection with the tender offer and subsequent merger. Equity awards such as options and restricted stock units were cancelled and converted into rights to receive cash and CVRs, or, for higher‑strike options, were cancelled without consideration, reflecting standard change‑of‑control treatment for executive equity.

Insights

Equity compensation and M&A analyst

CEO’s equity is cashed out and restructured under Biogen’s acquisition terms.

The filing details how Cedric Francois and related trusts tendered Apellis common shares into Biogen’s offer and how his equity awards were treated at closing. Each share received $41.00 in cash plus one contingent value right (CVR) with potential payments up to $4.00.

Stock options with exercise prices below $41.00 became rights to cash plus CVRs, while those between $41.00 and the $45.00 Aggregate Amount became CVR‑only rights. Options at or above $45.00 were cancelled without consideration, eliminating deeply out‑of‑the‑money upside.

RSU awards were converted into cash and CVRs that continue to vest over time, no longer subject to performance conditions. A key data point is the compensation committee certifying Relative TSR at the 93.3% percentile, resulting in a 200% of target payout for specified performance‑based RSUs, aligning payouts with pre‑agreed performance formulas in the merger agreement.

Insider Trade Summary

26 transactions reported

Mixed 26 txns

Insider Francois Cedric

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy)	100,538	$0.00	--
Disposition	Stock Option (right to buy)	273,779	$0.00	--
Disposition	Stock Option (right to buy)	287,500	$0.00	--
Disposition	Stock Option (right to buy)	273,312	$0.00	--
Disposition	Stock Option (right to buy)	170,400	$0.00	--
Disposition	Stock Option (right to buy)	206,250	$0.00	--
Disposition	Stock Option (right to buy)	150,000	$0.00	--
Disposition	Stock Option (right to buy)	131,093	$0.00	--
Disposition	Stock Option (right to buy)	104,834	$0.00	--
U	Common Stock	425,968	$0.00	--
U	Common Stock	372,815	$0.00	--
U	Common Stock	472,065	$0.00	--
U	Common Stock	300,000	$0.00	--
U	Common Stock	234,411	$0.00	--
Grant/Award	Common Stock	143,750	$0.00	--
Disposition	Common Stock	143,750	$0.00	--
Grant/Award	Common Stock	87,108	$0.00	--
Disposition	Common Stock	87,108	$0.00	--
Grant/Award	Common Stock	97,976	$0.00	--
Disposition	Common Stock	97,976	$0.00	--
Grant/Award	Common Stock	195,952	$0.00	--
Disposition	Common Stock	195,952	$0.00	--
Disposition	Common Stock	20,862	$0.00	--
Disposition	Common Stock	36,047	$0.00	--
Disposition	Common Stock	97,997	$0.00	--
Disposition	Common Stock	195,952	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, Indirect Owner (The Cedric Francois Irrevocable Trust of 2023 - 2))

Footnotes (1)

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. (continued from footnote 2) In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically converted into the right to receive the Offer Price from Purchaser, without interest and subject to reduction for any applicable withholding taxes. Patrick Collins is the trustee of The Cedric Francois Irrevocable Trust of 2023 - 2. The reporting person disclaims beneficial ownership over the shares held by The Cedric Francois Irrevocable Trust of 2023 - 2 except to the extent of his pecuniary interest therein. The securities are held by The Cedric Francois Irrevocable Trust of 2023. Patrick Collins is the trustee of The Cedric Francois Irrevocable Trust of 2023. The reporting person disclaims beneficial ownership over the shares held by The Cedric Francois Irrevocable Trust of 2023 except to the extent of his pecuniary interest therein. The securities are held by The Francois Grossi Trust, for which Juliana Grossi, the spouse of the reporting person, serves as trustee. The reporting person disclaims beneficial ownership over the shares held by The Francois Grossi Trust except to the extent of his pecuniary interest therein. The securities are held by The Francois-DuBois Educational Trust, for which the Fiduciary Trust Company of New England serves as trustee. The reporting person disclaims beneficial ownership over the shares held by The Francois-DuBois Educational Trust except to the extent of his pecuniary interest therein. 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 8) 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 10) 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 11) 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 13) 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 payout: $4.00 per share Aggregate Amount threshold: $45.00 per share +5 more

8 metrics

Cash Amount per share $41.00 per share Cash consideration for each Apellis common share in the tender offer

Maximum CVR payout $4.00 per share Aggregate potential additional cash per share via contingent value right

Aggregate Amount threshold $45.00 per share Sum of $41.00 Cash Amount and $4.00 maximum CVR, used for option treatment

Relative TSR percentile 93.3rd percentile Performance level for January 2026 TSR-based RSUs as of May 8, 2026

RSU payout factor 200% of target Payout percentage for specified Converted RSU Awards based on certified Relative TSR

Direct tendered shares example 425,968 shares Common stock disposed of in a tender-offer transaction as a direct holding

Trust tendered shares example 472,065 shares Common stock tendered from The Cedric Francois Irrevocable Trust of 2023

Option exercise price example $14.95 per share Exercise price of a cancelled Cash-Out Option converted to cash plus CVRs

Key Terms

Agreement and Plan of Merger, contingent value right, Converted RSU Award, Cash-Out Option, +2 more

6 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.

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.

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 ... (each, a "Cash-Out Option")"

Relative TSR financial

"performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group ... ("Relative TSR")"

Nasdaq Biotechnology Index market

"Relative TSR as of May 8, 2026 was at the 93.3rd percentile ... relative to the TSR of the group of companies in the Nasdaq Biotechnology Index"

A stock index that tracks the performance of biotechnology companies listed on the NASDAQ stock exchange, combining many firms into a single measure of the sector’s movement. Think of it as a thermometer or basket that shows whether biotech stocks are generally rising or falling; investors use it to gauge sector health, compare individual holdings against the industry, and as the basis for funds that let you invest in the whole group at once.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

X

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^*

Francois Cedric

(Last) (First) (Middle)

C/O APELLIS PHARMACEUTICALS, INC.

100 FIFTH AVENUE, 3RD FLOOR

(Street)

WALTHAM MASSACHUSETTS 02451

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Apellis Pharmaceuticals, Inc. [ APLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/14/2026		U(1)(2)(3)		425,968	D	(1)(2)(3)	0	D
Common Stock	05/14/2026		U(1)(2)(3)		372,815	D	(1)(2)(3)	0	I(4)	Indirect Owner (The Cedric Francois Irrevocable Trust of 2023 - 2)
Common Stock	05/14/2026		U(1)(2)(3)		472,065	D	(1)(2)(3)	0	I(5)	Indirect Owner (The Cedric Francois Irrevocable Trust of 2023)
Common Stock	05/14/2026		U(1)(2)(3)		300,000	D	(1)(2)(3)	0	I(6)	Indirect Owner (The Francois Grossi Trust)
Common Stock	05/14/2026		U(1)(2)(3)		234,411	D	(1)(2)(3)	0	I(7)	Indirect Owner (The Francois-DuBois Educational Trust)
Common Stock	05/14/2026		A		143,750	A	(8)(9)	143,750	D
Common Stock	05/14/2026		D		143,750	D	(8)(9)	0	D
Common Stock	05/14/2026		A		87,108	A	(8)(9)	87,108	D
Common Stock	05/14/2026		D		87,108	D	(8)(9)	0	D
Common Stock	05/14/2026		A		97,976	A	(8)(9)	97,976	D
Common Stock	05/14/2026		D		97,976	D	(8)(9)	0	D
Common Stock	05/14/2026		A		195,952	A	(10)(11)(12)	195,952	D
Common Stock	05/14/2026		D		195,952	D	(10)(11)(12)	0	D
Common Stock	05/14/2026		D		20,862	D	(13)(14)	0(13)(14)	D
Common Stock	05/14/2026		D		36,047	D	(13)(14)	0(13)(14)	D
Common Stock	05/14/2026		D		97,997	D	(13)(14)	0(13)(14)	D
Common Stock	05/14/2026		D		195,952	D	(13)(14)	0(13)(14)	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)	$4.31	05/14/2026		D			100,538	(15)	(15)	Common Stock	100,538	(15)	0	D
Stock Option (right to buy)	$13.85	05/14/2026		D			273,779	(15)	(15)	Common Stock	273,779	(15)	0	D
Stock Option (right to buy)	$19.39	05/14/2026		D			287,500	(15)	(15)	Common Stock	287,500	(15)	0	D
Stock Option (right to buy)	$14.95	05/14/2026		D			273,312	(15)	(15)	Common Stock	273,312	(15)	0	D
Stock Option (right to buy)	$35.46	05/14/2026		D			170,400	(15)	(15)	Common Stock	170,400	(15)	0	D
Stock Option (right to buy)	$44.33	05/14/2026		D			206,250	(16)	(16)	Common Stock	206,250	(16)	0	D
Stock Option (right to buy)	$44.9	05/14/2026		D			150,000	(16)	(16)	Common Stock	150,000	(16)	0	D
Stock Option (right to buy)	$52.66	05/14/2026		D			131,093	(17)	(17)	Common Stock	131,093	(17)	0	D
Stock Option (right to buy)	$66.3	05/14/2026		D			104,834	(17)	(17)	Common Stock	104,834	(17)	0	D

Explanation of Responses:

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"),

2. (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.

3. (continued from footnote 2) In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically converted into the right to receive the Offer Price from Purchaser, without interest and subject to reduction for any applicable withholding taxes.

4. Patrick Collins is the trustee of The Cedric Francois Irrevocable Trust of 2023 - 2. The reporting person disclaims beneficial ownership over the shares held by The Cedric Francois Irrevocable Trust of 2023 - 2 except to the extent of his pecuniary interest therein.

5. The securities are held by The Cedric Francois Irrevocable Trust of 2023. Patrick Collins is the trustee of The Cedric Francois Irrevocable Trust of 2023. The reporting person disclaims beneficial ownership over the shares held by The Cedric Francois Irrevocable Trust of 2023 except to the extent of his pecuniary interest therein.

6. The securities are held by The Francois Grossi Trust, for which Juliana Grossi, the spouse of the reporting person, serves as trustee. The reporting person disclaims beneficial ownership over the shares held by The Francois Grossi Trust except to the extent of his pecuniary interest therein.

7. The securities are held by The Francois-DuBois Educational Trust, for which the Fiduciary Trust Company of New England serves as trustee. The reporting person disclaims beneficial ownership over the shares held by The Francois-DuBois Educational Trust except to the extent of his pecuniary interest therein.

8. 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.

9. (continued from footnote 8) 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.

10. 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),

11. (continued from footnote 10) 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,

12. (continued from footnote 11) 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.

13. 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.

14. (continued from footnote 13) 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.

15. 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.

16. 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).

17. 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.

	/s/ David Watson, attorney-in-fact for Cedric Francois	05/14/2026
	** Signature of Reporting Person	Date
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* Form 4: SEC 1474 (03-26)

FAQ

What did Biogen agree to pay Apellis (APLS) shareholders in the merger?

Biogen agreed that each Apellis common share would receive $41.00 in cash plus one contingent value right (CVR). The CVR offers potential additional cash payments of up to $4.00 per share if specified milestones are achieved under the CVR agreement.

How are the contingent value rights (CVRs) structured in the Apellis (APLS) deal?

Each Apellis share receives one contractual, non-transferable CVR. The CVR can pay up to an aggregate $4.00 in cash per share, without interest, if certain milestones are met. Payments follow the terms and conditions of the dedicated CVR agreement referenced in the merger documents.

How were Apellis (APLS) performance-based RSUs treated in the Biogen merger?

Converted performance-based RSUs were cancelled and replaced with rights to cash plus CVRs. For January 2026 RSUs tied to Relative TSR, performance was certified at the 93.3% percentile, yielding a 200% of target payout. These amounts continue to vest over the original RSU schedules.

What happened to time-based RSUs of Apellis (APLS) in the transaction?

Time-based RSUs were automatically cancelled and converted into rights to receive cash equal to shares times $41.00 plus one CVR per underlying share. These replacement rights vest and become payable on the same schedule as the original RSUs, but without any performance-based vesting conditions.

How were Apellis (APLS) stock options treated in the Biogen merger?

Vested Cash-Out Options with exercise prices below $41.00 became rights to cash plus CVRs. Options with exercise prices between $41.00 and the $45.00 Aggregate Amount became CVR-only rights. Options with exercise prices at or above $45.00 were cancelled without consideration and ceased to have any effect.

Did Cedric Francois’ indirect Apellis (APLS) holdings through trusts participate in the tender offer?

Yes. Shares held by The Francois-DuBois Educational Trust, The Francois Grossi Trust, and two Cedric Francois Irrevocable Trusts of 2023 were tendered. The filing notes the reporting person disclaims beneficial ownership of these trust-held shares except to the extent of his pecuniary interest.