Form 4: Apellis Director Reduces Indirect APLS Holdings

Apellis Pharmaceuticals director, A. Sinclair Dunlop, reported stock transfers and sales, significantly reducing his indirect beneficial ownership through Epidarex.

Summary

• A. Sinclair Dunlop, a director of Apellis Pharmaceuticals, Inc. (APLS), reported changes in beneficial ownership.
• On June 24, 2025, 4,787 shares of common stock were transferred from Dunlop to Epidarex Capital I LP ("Epidarex") for no consideration. Following this, Dunlop's direct beneficial ownership was 153,606 shares.
• On October 10, 2025, Epidarex sold 31,092 shares of common stock at a weighted average price of $23.7211 per share. These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Epidarex on June 20, 2025.
• Also on October 10, 2025, Epidarex distributed 3,837 shares of common stock to its Limited and General Partners for no consideration.
• Following these transactions, Dunlop's indirect beneficial ownership through Epidarex was reduced to 0 shares.
• Dunlop, as a general partner of Epidarex, disclaims beneficial ownership over the shares held by Epidarex except to the extent of his pecuniary interest.

Sentiment

Score: 4

Explanation: The filing reports a significant reduction in a director's indirect beneficial ownership through sales and distributions, which is generally viewed as a negative signal by the market, despite being executed under a 10b5-1 plan.

Negatives

• A director's indirect beneficial ownership in Apellis Pharmaceuticals, Inc. was significantly reduced to zero through sales and distributions by Epidarex.
• The sale of 31,092 shares by Epidarex, an entity where the director holds indirect beneficial interest, could be perceived as a negative signal by the market, even if executed under a pre-arranged 10b5-1 plan.

Future Outlook

Not applicable; this filing reports past transactions.

Industry Context

This filing is a standard insider transaction report and does not provide information related to broader industry trends or competitors.

Related Party Transactions

• The transfer of 4,787 shares from the reporting person to Epidarex Capital I LP for no consideration, where the reporting person is a general partner, represents a related party dealing.
• The distribution of 3,837 shares from Epidarex Capital I LP to its Limited and General Partners for no consideration, where the reporting person is a general partner, represents a related party dealing.

Stakeholder Impact

• Shareholders may interpret the reduction in a director's indirect beneficial ownership as a negative signal regarding future stock performance or management's confidence.

Key Dates

Recommendation

The significant reduction of a director's indirect beneficial ownership to zero, through both sales and distributions, signals a decrease in insider exposure to the company's stock. While the sales were under a 10b5-1 plan, a seasoned investor would still view this as a decision by an insider to reduce their holdings, which can be interpreted as a lack of strong conviction in the stock's future appreciation or a belief that the current price is opportune for selling.

Keywords

Apellis Pharmaceuticals, APLS, Form 4, insider transaction, stock sale, director, 10b5-1 plan, Epidarex, beneficial ownership