WHEELER CRAIG A 4

What Happened
Craig A. Wheeler, a director of Apellis Pharmaceuticals (APLS), recorded dispositions totaling 90,394 shares on May 14, 2026. The disposals were part of the company’s change-of-control transaction (merger with Biogen): each share was converted into $41.00 in cash plus one contingent value right (CVR). The cash component for these shares is about $3.71 million and the CVRs carry potential additional payments of up to $4.00 per share (aggregate potential up to ~$361.6k), subject to achievement of milestones and withholding.

Key Details

• Transaction date: May 14, 2026 (effective time of the merger). Filing date: May 14, 2026 (same day).
• Shares disposed: 24,444 (change of control), 15,110, 7,961, 28,195 (derivative), and 14,684 (derivative) — total 90,394 shares.
• Cash amount per share: $41.00; estimated cash received ≈ $3,706,154 (subject to tax withholding).
• Contingent consideration: 1 CVR per share; CVRs may pay up to $4.00/share if milestones are met (aggregate potential ≈ $361,576).
• Nature of dispositions: combination of direct common stock and cancellation/cash-out of derivative awards (RSUs/options) per merger terms.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Filing timeliness: reported same day as the effective merger filing (not marked late).

Context
Under the merger agreement, shares tendered or outstanding were converted into the cash Offer Price ($41.00 per share) plus one CVR. Time‑based RSUs and certain vested options were automatically converted into the right to receive the same cash/CVR treatment; payments for some converted RSUs may remain subject to original vesting conditions and be paid later per the agreement. These dispositions reflect the deal consideration rather than an open‑market sale and are routine in a change‑of‑control transaction.