Biogen buys Apellis (NASDAQ: APLS) at $41 per share plus CVR
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Stephanie Monaghan O'Brien reported multiple share and option dispositions tied to the closing of Biogen’s acquisition of Apellis. On May 14, 2026, Apellis became a wholly owned subsidiary of Biogen after a tender offer and follow-on merger.
According to the merger terms, each tendered share of Apellis common stock was exchanged for $41.00 in cash per share plus one contingent value right (CVR) that can pay up to an additional $4.00 in cash upon specified milestones. The Form 4 shows blocks of common shares, including some held indirectly through O'Brien’s spouse, disposed of in the tender offer and related issuer transactions.
Vested stock options with exercise prices below $41.00 were cancelled and converted into cash equal to the spread between the offer price and the exercise price, plus one CVR per underlying share. Options with exercise prices at or above $45.00 were cancelled without payment. After these transactions, the filing shows no remaining reported common stock or options for O'Brien.
Positive
- None.
Negative
- None.
Insider Trade Summary
16 transactions reported
Mixed
16 txns
Insider
O'Brien Stephanie Monaghan
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 17,580 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 121,894 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 14,684 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,600 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 11,199 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 8,554 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 7,441 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,600 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 5,748 | $0.00 | -- |
| U | Common Stock | 25,666 | $0.00 | -- |
| U | Common Stock | 5,750 | $0.00 | -- |
| Disposition | Common Stock | 3,062 | $0.00 | -- |
| Disposition | Common Stock | 5,744 | $0.00 | -- |
| Disposition | Common Stock | 7,961 | $0.00 | -- |
| Disposition | Common Stock | 3,877 | $0.00 | -- |
| Disposition | Common Stock | 3,544 | $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, By Spouse)
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. 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
Tender offer cash price: $41.00 per share
Maximum CVR payout: $4.00 per share
Option strike price example: $14.00 exercise price
+5 more
8 metrics
Tender offer cash price
$41.00 per share
Cash Amount for each Apellis common share in Biogen offer
Maximum CVR payout
$4.00 per share
Aggregate potential cash from CVR milestones per share
Option strike price example
$14.00 exercise price
Cash-Out Option with 121,894 underlying shares at $14.00
High-strike option threshold
$45.00 per share
Options at or above this exercise price cancelled without pay
Common shares tendered example
25,666 shares
Block of common stock disposed pursuant to tender offer
Spouse-held shares tendered
5,750 shares
Indirect common stock holding by spouse tendered in offer
Disposition transactions
16 transactions
Total dispose-direction entries in Form 4 transaction summary
Derivative transactions
9 option entries
Number of derivative (stock option) records reported
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, Converted RSU Award, +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"),"
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
"shares of common stock ... that were tendered to Purchaser prior to the expiration time of the tender offer"
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.
Converted RSU Award financial
"each Converted RSU Award that was subject solely to a time-based vesting schedule"
Cash-Out Option financial
"each ... option to purchase shares of Common Stock ... (each, a "Cash-Out Option")"
Effective Time regulatory
"the Merger ... effective as of the filing and acceptance of the certificate of merger ... (the "Effective Time")"
FAQ
What insider transaction did Apellis (APLS) disclose for Stephanie Monaghan O'Brien?
Apellis reported that director Stephanie Monaghan O'Brien disposed of multiple blocks of common stock and stock options on May 14, 2026. These transactions occurred in connection with Biogen’s tender offer and subsequent merger that took Apellis private as a wholly owned subsidiary.
How were Apellis (APLS) restricted stock units treated in the merger?
Time-based converted RSU awards were cancelled and replaced with a right to cash and CVRs. Holders receive cash equal to shares underlying the RSU times the $41.00 cash amount plus one CVR per share, vesting on the original RSU schedule subject to continued service.
What happened to Apellis (APLS) stock options with exercise prices below $41.00?
Vested Apellis stock options with exercise prices below $41.00 were treated as “Cash-Out Options.” Each was cancelled and converted into cash equal to the spread between $41.00 and its exercise price, multiplied by underlying shares, plus one CVR per underlying share.
How were Apellis (APLS) stock options with high exercise prices handled?
Stock options with exercise prices at or above $45.00, whether vested or unvested, were cancelled without consideration. After cancellation they have no further force or effect, meaning holders receive no cash or CVRs for these out-of-the-money options under the merger terms.
Did Apellis (APLS) director Stephanie Monaghan O'Brien retain any reported equity after the merger?
The Form 4 reports zero shares and zero options of Apellis common stock owned by Stephanie Monaghan O'Brien following the May 14, 2026 transactions. Her equity exposure from the reported awards was fully converted into cash and CVR rights or cancelled under the merger agreement.