Mikael Dolsten joins Apellis (NASDAQ: APLS) board with equity grants

Rhea-AI Filing Summary

Apellis Pharmaceuticals appointed Mikael Dolsten, M.D., Ph.D., to its Board of Directors as a Class I director, effective March 1, 2026. He will serve until the 2027 annual stockholder meeting or until a successor is elected and qualified.

The Board determined that Dr. Dolsten is independent under Nasdaq rules. Upon joining, he received an option grant with a Black‑Scholes value of $300,000, vesting in three equal annual installments, and RSUs valued at $300,000 that vest after one year, all subject to continued service and full acceleration upon a change in control.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2026

Apellis Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38276		27-1537290
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Fifth Avenue Waltham, MA		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 977-5700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		APLS		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2026, the Board of Directors (the “Board”) of Apellis Pharmaceuticals, Inc. (the “Company”), upon recommendation from the Nominating and Corporate Governance Committee of the Board, elected Mikael Dolsten, M.D., Ph.D., to the Board as a Class I director, effective as of March 1, 2026, to serve until the Annual Meeting of Stockholders to be held in 2027 or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Dr. Dolsten has not been appointed to serve on any committees of the Board. The Board has determined that Dr. Dolsten is “independent” as contemplated by the Nasdaq Stock Market rules.

Dr. Dolsten will be compensated in the same manner as the Company’s other non-employee directors. Information concerning the current compensation of the Company’s directors for their service on the Board and its committees is set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2025. Accordingly, upon his election to the Board, Dr. Dolsten was granted under the Company’s 2017 Stock Incentive Plan (i) an option to purchase a number of shares of the Company’s common stock that has a Black-Scholes valuation as of the date of grant equal to $300,000, as calculated using the same methodology that the Company uses to calculate the value of stock options for the purposes of its financial statements, at an exercise price equal to the closing price of the Company’s common stock on the date of grant, which option will vest with respect to one-third of the shares underlying such option on each of the first, second and third anniversaries of the date of grant, and (ii) restricted stock units (“RSUs”) for a number of shares of the Company’s common stock determined by dividing $300,000 by the closing price of the Company’s common stock on the date of grant, which RSUs will vest in full on the first anniversary of the date of grant, although Dr. Dolsten may choose to defer vesting of the RSUs until after termination of his service, in each case, subject to Dr. Dolsten’s continued service. In the event of a change in control of the Company, the vesting schedule of the option and the RSUs will accelerate in full.

There are no arrangements or understandings between Dr. Dolsten and any other persons pursuant to which he was elected as a director. Dr. Dolsten has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Dr. Dolsten and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Dr. Dolsten has entered into an indemnification agreement with the Company, a form of which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 27, 2017. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Dr. Dolsten for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Apellis Pharmaceuticals, Inc.
Date: March 2, 2026				By:		/s/ Timothy Sullivan
						Timothy Sullivan
						Chief Financial Officer

FAQ

What did Apellis Pharmaceuticals (APLS) announce regarding its board of directors?

Apellis Pharmaceuticals appointed Mikael Dolsten, M.D., Ph.D., as a Class I director effective March 1, 2026. He will serve until the 2027 annual stockholder meeting or until a successor is elected and qualified, strengthening the company’s independent board composition under Nasdaq rules.

How will Apellis (APLS) compensate new director Mikael Dolsten?

Mikael Dolsten will receive standard non-employee director compensation, including a stock option with a Black-Scholes value of $300,000 and RSUs worth $300,000. The option vests over three years, while the RSUs vest after one year, subject to his continued board service.

What are the vesting terms of Mikael Dolsten’s equity awards at Apellis (APLS)?

His option vests in three equal installments on each of the first, second, and third anniversaries of the grant date. The RSUs vest in full on the first anniversary of the grant date, and he may elect to defer RSU vesting until after his board service ends.

Does Mikael Dolsten qualify as an independent director at Apellis (APLS)?

Yes, the Apellis Board determined that Mikael Dolsten is independent under Nasdaq Stock Market rules. He has no family relationships with directors or executive officers and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K, supporting his independent status.

What happens to Mikael Dolsten’s Apellis (APLS) equity awards in a change in control?

If Apellis undergoes a change in control, the vesting of Mikael Dolsten’s stock option and RSUs will accelerate in full. This means all unvested option shares and RSUs would become fully vested at that time, enhancing certainty of his equity compensation treatment.

Are there any special arrangements linked to Mikael Dolsten’s election to Apellis (APLS) board?

The company states there are no arrangements or understandings with any other persons under which Mikael Dolsten was elected. He also has no disclosable related-party transactions, and he entered into a standard indemnification agreement covering certain expenses arising from his service as a director.

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB