Apellis Pharmaceuticals Inc.

05/04/2026 | Press release | Distributed by Public on 05/04/2026 05:05

Management Change/Compensation (Form 8-K)

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2026, the compensation committee of the board of directors of Apellis Pharmaceuticals, Inc., a Delaware corporation (the "Company") approved an amendment and restatement of the Apellis Pharmaceuticals, Inc. Executive Separation Benefits and Retention Plan (the "A&R Separation Benefits Plan"), in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") among the Company, Biogen Inc., a Delaware corporation, and Aspen Purchaser Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent. The A&R Separation Benefits Plan will become effective on, and subject to the occurrence of, the Closing Date (as defined in the Merger Agreement) and reflects the following amendments to the current terms of the Executive Separation Benefits and Retention Plan:

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the unvested right of each participant (which includes each named executive officer of the Company) to receive payments with respect to Converted Options and Converted RSU Awards (each, as defined in the Merger Agreement) pursuant to the terms of the Merger Agreement will accelerate and vest in full in the event of such participant's termination of employment by Company other than for cause or resignation for good reason at any time before such rights are fully vested by their terms; and

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the proviso in the definition of "Good Reason" that excludes changes in scope solely as a result of the Company becoming a subsidiary of another corporation will not apply to C-Level Officers (as defined in the Executive Separation Plan and which includes each named executive officer of the Company).

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