Apellis (NASDAQ: APLS) CMO reports stock and option changes in Biogen cash-plus-CVR buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals’ Chief Medical Officer Caroline Baumal reported multiple equity changes tied to the closing of Biogen’s acquisition of Apellis. On May 14, 2026, her common shares were disposed of to the issuer and through the tender offer, and she received new stock awards as part of the transaction.
Under the merger terms, tendered Apellis common stock was exchanged for $41.00 in cash per share plus one contingent value right (CVR) of up to $4.00 per share, subject to specified milestones. Restricted stock units and in-the-money options were either converted into cash-and-CVR rights or cancelled, leaving Baumal with no remaining stock options reported after the transaction but new time-based stock awards.
Positive
- None.
Negative
- None.
Insights
Routine change‑of‑control equity cleanup in Apellis–Biogen deal.
The Form 4 shows Caroline Baumal, Chief Medical Officer of Apellis Pharmaceuticals, having her equity awards adjusted as part of Biogen’s acquisition. Common shares and options were disposed to the issuer or cashed out, while new stock awards were granted.
Footnotes detail the merger economics: each share received $41.00 cash plus a CVR worth up to $4.00, with RSUs and in-the-money options converted into equivalent cash-and-CVR rights that vest on original schedules. Out-of-the-money options at or above $45.00 per share were cancelled with no payment.
For investors, this looks like standard change-of-control treatment rather than a discretionary buy or sell signal. The filing indicates Baumal no longer holds the reported stock options after the merger, while retaining rights to future cash and CVR payments as her converted RSUs vest.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Baumal Caroline
Role
Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 82,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 49,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 37,000 | $0.00 | -- |
| U | Common Stock | 86,525 | $0.00 | -- |
| Grant/Award | Common Stock | 41,250 | $0.00 | -- |
| Disposition | Common Stock | 41,250 | $0.00 | -- |
| Grant/Award | Common Stock | 26,396 | $0.00 | -- |
| Disposition | Common Stock | 26,396 | $0.00 | -- |
| Disposition | Common Stock | 8,888 | $0.00 | -- |
| Disposition | Common Stock | 12,723 | $0.00 | -- |
| Disposition | Common Stock | 29,696 | $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"), 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, (continued from footnote 1) 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, 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 3) 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 5) 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 6 ) 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 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. 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
Cash Amount per share: $41.00 per share
Maximum CVR payment: up to $4.00 per share
Converted RSU payout percentage: 200% of target
+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
up to $4.00 per share
Potential additional cash per share via contingent value right
Converted RSU payout percentage
200% of target
Payout for certain performance-based RSUs based on Relative TSR
Relative TSR percentile
93.3rd percentile
Certified Relative TSR versus Nasdaq Biotechnology Index as of May 8, 2026
New stock award
26,396 shares
Common stock granted to Caroline Baumal, held directly after grant
Additional stock award
41,250 shares
Common stock granted to Caroline Baumal, held directly after grant
Tendered common shares
86,525 shares
Common stock disposed pursuant to tender offer transaction code U
Cancelled stock options
82,500 options
Options with $19.39 exercise price disposed to issuer under merger terms
Key Terms
contingent value right, Offer Price, Converted RSU Award, Relative TSR, +2 more
6 terms
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.
Offer Price financial
"the Cash Amount plus one CVR, together, the "Offer Price""
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
Converted RSU Award financial
"each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award")"
Relative TSR financial
"performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies"
Cash-Out Option financial
"each outstanding and unexercised option to purchase shares of Common Stock that was vested ... (each, a "Cash-Out Option")"
double-trigger vesting financial
"including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time"
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 insider transactions did Apellis (APLS) Chief Medical Officer Caroline Baumal report?
Caroline Baumal reported dispositions of Apellis common stock and stock options to the issuer and via the Biogen tender offer, along with grants of new common stock awards. These actions reflect standard equity adjustments in connection with the company’s merger closing, not open-market trading activity.
What happened to Caroline Baumal’s Apellis (APLS) restricted stock units in the merger?
Time- and performance-based restricted stock units were cancelled and converted into rights to receive cash equal to shares multiplied by the $41.00 cash amount plus one CVR per share. These payments continue to vest on the original schedules, with performance conditions removed after the merger.
How were Apellis (APLS) performance-based RSUs with Relative TSR metrics handled?
Performance-based RSUs granted in January 2026 used a Relative TSR metric versus the Nasdaq Biotechnology Index. The compensation committee certified Relative TSR at the 93.3rd percentile, producing a 200% of target payout. These awards then converted into cash-and-CVR rights based on that certified performance level.
What happened to Apellis (APLS) stock options held by Caroline Baumal in the merger?
In-the-money options with exercise prices below $41.00 were cancelled and converted into cash equal to shares times the excess of $41.00 over the strike price, plus one CVR per underlying share. Options with exercise prices at or above $45.00 were cancelled without any consideration.
Does the Form 4 suggest discretionary buying or selling of Apellis (APLS) stock by Caroline Baumal?
The Form 4 shows issuer-related dispositions and tender offer settlements, not open-market buying or selling. Transactions coded as dispositions to the issuer and tender-offer dispositions appear driven by the Biogen merger agreement’s terms rather than independent trading decisions by the Chief Medical Officer.