Akebia Therapeutics, Inc. 10-Q

Item 5. Other Information. Rule 10b5-1—Director and Officer Trading Arrangements From time to time, the Company's directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act ), engage in open-market transactions with respect to Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes, for the third quarter of 2025, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities John P. Butler ( President and Chief Executive Officer ) August 19, 2025 Rule 10b5-1 Non-Discretionary Option Exercise and Stock Sale Plan Sale Until November 16, 2026 Up to an aggregate of 702,562 shares John P. Butler ( President and Chief Executive Officer ) September 8, 2025 Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any restricted stock units, or RSUs Indeterminable (1) Erik J. Ostrowski ( Senior Vice President, Chief Financial Officer, Chief Business Officer and Treasurer ) September 8, 2025 Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any RSUs Indeterminable (1) Nicholas P. Grund ( Senior Vice President, Chief Commercial Officer ) September 9, 2025 Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any RSUs Indeterminable (1) Richard C. Malabre ( Senior Vice President, Chief Accounting Officer ) September 8, 2025 Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any RSUs Indeterminable (1) Akebia Therapeutics, Inc. | Form 10-Q | Page 109 Table of Contents (1) The number of shares subject to RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Company’s common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement. This trading arrangement, which applies to RSUs whether vesting is based on the passage of time and/or the achievement of performance goals, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a RSU in an amount sufficient to satisfy the applicable tax withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable tax withholding obligation. Akebia Therapeutics, Inc. | Form 10-Q | Page 110 Table of Contents Item 6. Exhibits. Exhibits 3.1 Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (001-36352), filed on March 28, 2014). 3.2 Certificate of Amendment of Ninth Amended and Restated Certificate of Incorporation of Akebia Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (001-36352), filed on June 9, 2020). 3.3 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (001-36352), filed on April 28, 2023). 10.1!* Amendment #3 to the Supply Agreement by and between the Company and STA Pharmaceutical Hong Kong Limited dated August 15, 2025. 31.1* Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350. 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed, or submitted electronically, herewith ! Indicates portions of the exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K Akebia Therapeutics, Inc. | Form 10-Q | Page 111 Table of Contents 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 thereunto duly authorized. AKEBIA THERAPEUTICS, INC. Date: November 10, 2025 By: /s/ John P. Butler John P. Butler President and Chief Executive Officer (Principal Executive Officer) Date: November 10, 2025 By: /s/ Erik J. Ostrowski Erik J. Ostrowski Senior Vice President, Chief Financial Officer, Chief Business Officer and Treasurer (Principal Financial Officer) Date: November 10, 2025 By: /s/ Richard C. Malabre Richard C. Malabre Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) Akebia Therapeutics, Inc. | Form 10-Q | Page 112