SEC Form PRE 14A filed by Annexon Inc.

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Preliminary Proxy Statement.

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Election of two Class III directors;

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Ratification of selection by the Audit Committee of our Board (“Audit Committee”) of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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Approval, on a non-binding advisory basis, of the compensation of our named executive officers; and

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Approval of an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 500,000,000.

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To vote prior to or during the Annual Meeting, go to www.virtualshareholdermeeting.com/ANNX2026 to vote your shares prior to or during the Annual Meeting. You will need the 16-digit control number which appears on your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials.

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To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 8:59 p.m. Pacific Time on June 10, 2026 to be counted.

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To vote through the internet before the Annual Meeting, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 8:59 p.m. Pacific Time on June 10, 2026 to be counted.

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Beneficial Owner: Shares Registered in the Name of Broker or Bank

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If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us.

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You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the internet.

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You may send a timely written notice that you are revoking your proxy to our Corporate Secretary prior to or at the Annual Meeting.

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You may attend the Annual Meeting and vote by following the instructions described above. Simply attending the meeting will not, by itself, revoke your proxy.

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Your most current proxy card or telephone or internet proxy is the one that is counted.

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appointment, engagement, compensation, retention and oversight of the work of our independent registered public accounting firm;

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pre-approving any audit and non-audit service provided to us by the independent registered public accounting firm;

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reviewing and discussing our financial statements with management, including our management’s discussion and analysis of financial condition and results of operations to be included in our Annual and Quarterly Reports to be filed with the SEC;

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discussing with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

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discussing with management our policies with respect to risk assessment and risk management;

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establishing procedures for the receipt, retention and treatment of any complaints received by us regarding accounting, internal accounting controls or auditing matters;

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consulting with management to establish procedures and internal controls relating to cybersecurity;

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reviewing and approving all related party transactions;

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investigating any reports received through the ethics helpline and reports to the Board periodically with respect to any information received through the ethics helpline and any related investigations; and

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conducting an annual assessment of the performance of the Audit Committee and its members, and the adequacy of its charter.

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reviewing and approving the compensation and other terms of employment of our chief executive officer and other executive officers;

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reviewing and recommending to the Board the corporate performance goals and objectives relevant to such compensation;

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reviewing and considering the results of our most recent stockholder advisory vote on the compensation of our executive officers, if any;

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establishing, amending, managing, periodically reviewing and, where appropriate, terminating our equity incentive plans, compensation plans and similar programs;

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periodically reviewing and recommending to the Board the compensation paid to our directors;

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periodically reviewing, assessing and providing oversight with respect to our strategy, initiatives and policies concerning employee diversity and inclusion goals; and

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conducting an annual assessment of the performance of the Compensation Committee and its members, and the adequacy of its charter.

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updating the peer group of companies for our executive and director compensation analysis;

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updating company-wide market-based compensation guidelines;

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updating company-wide market-based equity compensation guidelines for new hires and annual grants; and

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reviewing executive compensation market-based benchmarking data.

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reviewing and advising, on our strategic direction with respect to, and investment in, research and development and technology for our current and planned platform and pipeline, including research, preclinical and clinical development programs;

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advising and discussing with management science, medical and technology-related operational issues; and

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receiving and reviewing reports and presentations from management on the status of our science and technology strategy.

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personal and professional integrity;

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ethics and values;

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experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

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professional and academic experience relevant to our industry;

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experience as a Board member of another publicly-held company;

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strength of leadership skills;

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experience in finance and accounting and/or executive compensation practices;

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ability to devote the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable;

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background, gender, age and ethnicity;

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conflicts of interest; and

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ability to make mature business judgments.

(1)

“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.

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each beneficial owner of 5% or more of the outstanding shares of our common stock;

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each of our directors;

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each of our named executive officers; and

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all directors and executive officers as a group.

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Represents beneficial ownership of less than 1%.

(1)

Based solely upon a Schedule 13G/A filed with the SEC on February 17, 2026 and information known to us. As of December 31, 2025, consists of (i) 10,050,644 shares of common stock held by certain private investment vehicles managed by Redmile Group, LLC (the

(2)

Based solely upon a Schedule 13D/A filed with the SEC on November 19, 2025 and information known to us. Consists of (i) 240,000 shares that are held by the Muneer A. Satter Revocable Trust for which the reporting person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares, (ii) 567,240 shares that are held by various other trusts and other entities for which the reporting person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares, (iii) 1,147,738 shares of common stock and warrants to purchase 613,497 shares of common stock that are held by Satter Medical Technology Partners, L.P. for which the reporting person has sole voting and dispositive power over all such shares, (iv) 7,773,659 shares of common stock that are held by Alerce Medical Technology Partners, L.P. for which the reporting person has sole voting and dispositive power of all such shares, and (v) 102,000 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Satter within 60 days of March 31, 2026. Pursuant to the terms of the common warrants, Alerce Medical may not exercise any portion of any common warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 19.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. However, Alerce Medical may decrease such percentage to any other percentage (or subsequently increase to any other percentage not in excess of 19.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to us). The address of Mr. Satter and the entities affiliated with Mr. Satter is c/o Alerce Investment Management, L.P, 676 North Michigan Avenue, Suite 4000, Chicago, Illinois 60611.

(3)

Based solely upon a Schedule 13G/A filed with the SEC on February 5, 2026 and information known to us. FMR LLC beneficially owns 10,222,470 shares of our common stock as of December 31, 2025. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The business address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02110

(4)

Based solely upon a Schedule 13G/A filed with the SEC on November 14, 2024. As of September 30, 2024, consists of (i) 3,693,327 shares of common stock and pre-funded warrants to purchase 1,064,170 shares of common stock beneficially owned by Biotechnology Value Fund, L.P. (“BVF”), (ii) 2,893,515 shares of common stock and pre-funded warrants to purchase 829,606 shares of common stock beneficially owned by Biotechnology Value Fund II, L.P. (“BVF2”), (iii) 288,034 shares of common stock and pre-funded warrants to purchase 104,244 shares of common stock beneficially owned by Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), (iv) 125,124 shares held in a certain BVF Partners L.P. (“Partners”) managed account (the “Partners Managed Account”), and (v) pre-funded warrants to purchase 29,758 shares of common stock beneficially owned by MSI BVF SPV, LLC (“MSI BVF”) as of December 31, 2023. BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the shares beneficially owned by BVF. BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the shares beneficially owned by BVF2. BVF Partners OS Ltd. (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the shares beneficially owned by Trading Fund OS. BVF GP Holdings LLC (“BVF GPH” and, together with BVF, BVF2, Trading Fund OS, Partners, MSI BVF, BVF GP, BVF2 GP and Partners OS, the “BVF Entities”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF and BVF2. Partners, as the investment manager of BVF, BVF2, Trading Fund OS, and MSI BVF and the sole member of Partners OS, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS and MSI BVF. Including shares held in the Partners Managed Account. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the shares beneficially owned by Partners. Mark N. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the shares beneficially owned by BVF Inc. BVF GP disclaims beneficial ownership of the shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account. Pursuant to the terms of the common warrants and the pre-funded warrants, a holder of a warrant does not have the right to exercise any portion of the warrant that would result in the holder, together with its affiliates, beneficially owning a number of shares of common stock in excess of the 9.99% (the “Blocker”) of the shares of common stock then issued and outstanding following the exercise of the warrants, which percentage may be changed at a holder’s election upon 61 days’ notice to us. Accordingly, pursuant to Rule 13d-3 under the Exchange Act, the 9,027,788 shares of common stock reported as beneficially owned by BVF Entities in the table above consists of (i) an aggregate of 7,000,000 shares of common stock and (ii) an aggregate of 2,027,778 shares of common stock issuable upon the exercise of the common warrants and pre-funded warrants, which together represent 9.99% of our common stock outstanding as of March 31, 2025 assuming the exercise of such warrants. The address for BVF, BVF GP, BVF2, BVF2 GP, BVF GPH, MSI BVF, Partners, BVF Inc. and Mr. Lampert is 44 Montgomery Street, 40th Floor, San Francisco, California 9410.

(5)

Based solely upon a Schedule 13G/A filed with the SEC on January 21, 2026. As of December 31, 2025, BlackRock, Inc. beneficially owns 8,773,698 shares of our common stock. The address for BlackRock, Inc. is 50 Hudson Yards New York, NY 10001.

(6)

Consists of the securities described in footnote (2) above.

(7)

Consists of (i) 356,133 shares of common stock held of record by Mr. Love and (ii) 3,030,944 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Love within 60 days of March 31, 2026.

(8)

Consists of (i) 48,685 shares of common stock held of record by Dr. Yednock and (ii) 834,954 shares of common stock that may be acquired pursuant to the exercise of stock options held by Dr. Yednock within 60 days of March 31, 2026.

(9)

Consists of (i) 65,224 shares of common stock held of record by Ms. Lew and (ii) 755,304 shares of common stock that may be acquired pursuant to the exercise of stock options held by Ms. Lew within 60 days of March 31, 2026.

(10)

Consists of (i) 62,405 shares of common stock held of record by Dr. Carson and (ii) 122,000 shares of common stock that may be acquired pursuant to the exercise of stock options held by Dr. Carson within 60 days of March 31, 2026.

(11)

Consists of (i) 33,000 shares of common stock held of record by The Park Family Revocable Trust for which the reporting person serves as co-trustee and, in such capacity, has sole voting and dispositive power over all such shares and (ii) 138,322 shares of common stock that may be acquired pursuant to the exercise of stock options held by Ms. Choi within 60 days of March 31, 2026.

(12)

Consists of 133,745 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Wiggans within 60 days of March 31, 2026.

(13)

Consists of 112,000 shares of common stock that may be acquired pursuant to the exercise of stock options held by Dr. Cockroft within 60 days of March 31, 2026.

(14)

Consists of 112,000 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Waddill within 60 days of March 31, 2026.

(15)

Consists of 39,111 shares of common stock that may be acquired pursuant to the exercise of stock options held by Mr. Jones within 60 days of March 31, 2026.

(16)

Consists of (i) 10,470,206 shares of common stock beneficially owned by our current executive officers and directors and (ii) 6,999,634 shares of common stock that may be acquired pursuant to the exercise of stock options held by our current executive officers and directors within 60 days of March 31, 2026.

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Douglas Love, Esq., our President and Chief Executive Officer;

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Ted Yednock, Ph.D., our Executive Vice President and Chief Innovation Officer; and

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Jennifer Lew, our Executive Vice President and Chief Financial Officer.

(1)

The amounts in the “Option Awards” and “Stock Awards” columns reflect the aggregate grant date fair value of stock options and restricted stock units granted during the fiscal year computed in accordance with the provisions of ASC-718. The assumptions that we used to calculate these amounts are discussed in Note 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts may not reflect the actual economic value that will be realized by the named executive officer upon the exercise of the stock options or the sale of the common stock issued upon such exercise.

(2)

Amounts in the “Non-equity Incentive Plan Compensation” column represent amounts earned by our named executive officers under our performance-based cash bonus program based on the achievement of pre-established corporate goals.

(3)

Consists of key-person life insurance premiums of $10,858 and 401(k) matching contributions of $4,000.

(4)

Consists of key-person life insurance premiums of $29,636 and reimbursement of commuting expenses of $10,275.

(5)

Ms. Lew was not a named executive officer for 2024, nor have we previously reported her compensation for 2024. Accordingly, we have excluded Ms. Lew’s compensation for 2024.

(6)

Consists of 401(k) matching contributions.

(1)

Market value is calculated by multiplying $5.02, the closing trading price per share of our common stock as of December 31, 2025, by the number of unvested RSUs outstanding as of December 31, 2025.

(2)

The option is fully vested.

(3)

The option vests as to 1/48th of the shares in monthly installments measured from the vesting commencement date, subject to continued service to us through the vesting date.

(4)

The RSUs vest in three equal annual installments on each annual anniversary of the grant date, reflected under “vesting commencement date” above, and will vest in full on the third annual anniversary of the grant date, subject to continued service.

(1)

Consists of the 2011 Equity Incentive Plan (the “2011 Plan”), the 2020 Plan, and the ESPP.

(2)

Consists of the 2022 Inducement Plan. The 2022 Inducement Plan was adopted by the Board without stockholder approval pursuant to Nasdaq Marketplace Rule 5635(c)(4), or Rule 5635(c)(4). In accordance with Rule 5635(c)(4), awards made under the 2022 Inducement Plan may only be granted to newly hired employees as an inducement material to the employees entering into employment with the Company. Awards granted under the 2022 Inducement Plan expire no later than ten years from the date of grant. An aggregate of 7,850,000 shares of common stock have been reserved for issuance under the 2022 Inducement Plan.

(3)

Consists of 1,760,799 shares of common stock underlying outstanding options under the 2011 Plan, 12,745,777 shares of common stock underlying outstanding options under the 2020 Plan, and 1,252,847 shares of common stock underlying unvested RSUs under the 2020 Plan. Does not include approximately 20,014 shares that may be issued with respect to the purchase period in effect as of December 31, 2025 under the ESPP, which purchase period ends on May 15, 2026, based on enrollment as of December 31, 2025 and assuming a purchase price of $5,54 (which was the closing price of our common stock as of March 31, 2026).

(4)

Represents the weighted-average exercise price of outstanding options. Because RSUs do not have an exercise price, the weighted-average exercise price does not take into account outstanding RSUs.

(5)

Includes 1,184,877 shares of common stock available for issuance under the 2020 Plan, and 2,800,550 shares available for issuance under the ESPP as of December 31, 2025. In connection with the effectiveness of the 2020 Plan in July 2020, no further grants are made under the 2011 Plan.

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transaction from which the director derives an improper personal benefit;

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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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unlawful payment of dividends or redemption of shares; or

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breach of a director’s duty of loyalty to the corporation or its stockholders.

(1)

The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of ASC 718, Compensation-Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts may not reflect the actual economic value that will be realized by the non-employee director upon the exercise of the stock options, or the sale of the common stock acquired upon such exercise.

(2)

The following tables set forth options awards held as of December 31, 2025 by each non-employee director. None of our non-employee directors held any stock awards as of December 31, 2025.

(3)

Mr. Jones commenced service on our Board on January 9, 2025.

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Each non-employee director receives an annual cash retainer in the amount of $40,000 per year.

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The non-executive chair receives an additional annual cash retainer in the amount of $35,000 per year.

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The chair of the Audit Committee receives additional annual cash compensation in the amount of $20,000 per year for such chair’s service on the Audit Committee. Each non-chair member of the Audit Committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the Audit Committee.

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The chair of the Compensation Committee receives additional annual cash compensation in the amount of $12,000 per year for such chair’s service on the Compensation Committee. Each non-chair member of the Compensation Committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the Compensation Committee.

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The chair of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $10,000 per year for such chair’s service on the Nominating and Corporate Governance Committee. Each non-chair member of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee.

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The chair of the Science and Technology Committee receives additional annual cash compensation in the amount of $12,000 per year for such chair’s service on the Science and Technology Committee. Each non-chair member of the Science and Technology Committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the Science and Technology Committee.

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Each non-employee director is automatically granted an option to purchase 110,000 shares of our common stock upon the director’s initial appointment or election to our Board, referred to as the Initial Grant, and option to purchase 55,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, referred to as the Annual Grant. The Initial Grant vests in substantially equal monthly installments for three years from the date of grant, subject to continued service. The Annual Grant vests on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date. Each Initial Grant and Annual Grant vests in full in the event of a change in control.