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. None of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report. Akebia Therapeutics, Inc. | Form 10-Q | Page 92 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†# July 2023 Amendment to Retention and Separation Agreement for Michel Dahan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on August 2 8, 20 23 ) . 10.2†# July 2023 Amendment to Retention and Separation Agreement for Nicole R. Hadas (incorporated by reference to Exhibit 10. 6 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on August 28, 2023) . 10.3*†# October 2023 Amendment to Retention and Separation Agreement for Nicole R. Hadas . 10.4† Separation Agreement with David Spellman, dated June 9, 2023 and Amendment to Separation Agreement dated July 6, 2023 (incorporated by reference to Exhibit 10. 7 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on August 28, 2023) . 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 † Indicates management contract or compensatory plan. Akebia Therapeutics, Inc. | Form 10-Q | Page 93 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 8, 2023 By: /s/ John P. Butler John P. Butler President and Chief Executive Officer (Principal Executive Officer) Date: November 8, 2023 By: /s/ Ellen E. Snow Ellen E. Snow Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) Akebia Therapeutics, Inc. | Form 10-Q | Page 94