Form 4: Apellis CFO Sells Shares for Tax Withholding

Apellis Pharmaceuticals' CFO, Timothy Sullivan, sold 10,287 shares of common stock at $21.7654 per share to cover tax withholding on restricted stock units.

Summary

• Timothy Eugene Sullivan, Chief Financial Officer of Apellis Pharmaceuticals, Inc. (APLS), reported a transaction on January 22, 2026.
• Sullivan sold 10,287 shares of Apellis common stock at a price of $21.7654 per share.
• The sale was executed to cover tax withholding obligations related to Restricted Stock Units (RSUs) that were released on January 21, 2026.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating it was pre-scheduled.
• Following the transaction, Sullivan directly beneficially owns 93,901 shares of common stock.
• An additional 60,396 shares are indirectly beneficially owned through The Timothy E Sullivan Irrevocable Trust of 2023, for which Sullivan disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transaction is a routine, non-discretionary sale for tax withholding purposes related to RSU vesting, and was pre-planned under a 10b5-1 plan. It does not indicate a change in management's confidence or the company's fundamentals.

Positives

• The sale was for tax withholding purposes, which is a routine and non-discretionary event for RSU vesting, rather than a discretionary sale indicating a change in sentiment.
• The transaction was conducted under a Rule 10b5-1(c) plan, demonstrating pre-planning and adherence to insider trading compliance policies.

Negatives

• The transaction resulted in a reduction of Timothy Sullivan's direct beneficial ownership by 10,287 shares.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The shares were sold to cover tax withholding on Restricted Stock Units released on January 21, 2026.

Industry Context

This insider transaction is a routine event for executives receiving equity compensation and does not inherently reflect broader industry trends or competitive positioning. It is a standard part of executive compensation and tax planning.

Corporate Governance

Related Party Transactions

• 60,396 shares are indirectly beneficially owned by The Timothy E Sullivan Irrevocable Trust of 2023. Timothy Sullivan disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: A minor reduction in direct insider ownership, but the routine nature of the sale for tax purposes minimizes any negative perception.
• Employees: No direct impact on employees, but it reflects standard executive compensation practices involving equity awards.

Key Dates

Recommendation

The transaction reported is a routine, non-discretionary sale of shares by the CFO to cover tax withholding obligations on vested Restricted Stock Units, executed under a pre-arranged 10b5-1 plan. Such transactions are common and do not typically signal a change in the company's fundamental outlook or management's confidence. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Apellis Pharmaceuticals, APLS, Timothy Sullivan, CFO, Insider Transaction, Form 4, Stock Sale, Tax Withholding, Restricted Stock Units, RSU, 10b5-1 Plan