Director Sinclair Discloses 10b5-1 Sales of Apellis Shares on 09/19/2025

Rhea-AI Filing Summary

Dunlop A. Sinclair, a director of Apellis Pharmaceuticals (APLS), reported multiple dispositions of Apellis common stock on 09/19/2025. Sales include 31,092 shares sold under a Rule 10b5-1 plan at a weighted-average price of $22.95 (execution prices ranged $22.73–$23.27). A separate distribution of 3,837 shares was recorded as a stock distribution for no consideration. The reported holdings after the first two transactions were 68,908 and 65,071 shares, respectively, held indirectly through Epidarex Capital I LP, of which Sinclair is a general partner and may be deemed to have voting and dispositive power. The Form 4 was signed by an attorney-in-fact on behalf of Sinclair.

Positive

• Transactions disclosed under a Rule 10b5-1 plan, indicating a pre-arranged trading mechanism adopted June 20, 2025
• Clear execution pricing provided: weighted-average price $22.95 and range $22.73–$23.27 for the reported sales
• Form 4 filed and signed (attorney-in-fact signature present), meeting SEC reporting requirements

Negative

• Substantial dispositions reported (31,092 shares plus 158,393 shares disposed as listed), representing meaningful reductions in indirect holdings
• Indirect holdings reduced to 68,908 and then 65,071 shares after reported transactions, which may be material to shareholder stake via Epidarex

Insights

Financial Analyst

TL;DR Insider disposals via a 10b5-1 plan reduced indirect holdings; sales were executed at ~$22.95 weighted average.

These transactions represent programmed dispositions rather than one-off open-market exercises, which can temper immediate governance concerns about information asymmetry. The reported weighted-average sale price of $22.95 and the stated price range provide clear execution details. Investors should note the holdings are indirect via Epidarex, with the reporting person disclaiming direct beneficial ownership beyond pecuniary interest; this affects how to interpret apparent insider commitment levels.

Corporate Governance Expert

TL;DR Sales occurred under a documented 10b5-1 plan and were disclosed on Form 4, indicating procedural compliance.

The filing explicitly states the use of a Rule 10b5-1 plan adopted June 20, 2025, and provides required detail on execution prices and the nature of indirect ownership through Epidarex. The reporting person disclaims beneficial ownership except for pecuniary interest, and an attorney-in-fact signed the form, which are standard governance disclosures. Documentation appears to follow Section 16 reporting requirements.

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Dunlop A. Sinclair

(Last) (First) (Middle)

C/O APELLIS PHARMACEUTICALS, INC.

100 FIFTH AVENUE, 3RD FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		S(1)		31,092	D	$22.95(2)	68,908	I	Indirect Owner (Epidarex)(3)
Common Stock	09/19/2025		J(4)		3,837	D	$0	65,071	I	Indirect Owner (Epidarex)(3)
Common Stock								158,393	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

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Epidarex Capital I LP ("Epidarex") on June 20, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.73 to $23.27, inclusive. The reporting person hereby undertakes to provide, upon request, to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

3. The securities are held by Epidarex, and the reporting person, a general partner of Epidarex, may be deemed to have voting and dispositive power over the shares held by Epidarex. The reporting person disclaims beneficial ownership over the shares held by Epidarex except to the extent of his pecuniary interest therein.

4. Represents a stock distribution from Epidarex to a Limited Partner and General Partner of Epidarex, for no consideration.

	/s/ David Watson, attorney-in-fact for Sinclair Dunlop	09/19/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider sold Apellis (APLS) shares on 09/19/2025?

The seller was Dunlop A. Sinclair, identified as a director and general partner of Epidarex Capital I LP; the Form 4 was filed for transactions on 09/19/2025.

How many Apellis shares were sold and at what price?

The filing reports 31,092 shares sold under a 10b5-1 plan at a weighted-average price of $22.95 (range $22.73–$23.27).

What does the J(4) disposition of 3,837 shares represent?

The filing explains the 3,837 shares represent a stock distribution from Epidarex to a Limited Partner and General Partner, issued for no consideration.

Who holds the shares reported after these transactions?

Reported holdings following the transactions are shown as 68,908 and 65,071 shares held indirectly through Epidarex Capital I LP.

Was a Rule 10b5-1 trading plan used for these sales?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Epidarex on June 20, 2025.