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Item 5. Other Information

2024-08-08 compared with 2024-05-09 · 34 added, 33 removed, 32 unchanged (68% of the section changed)

5 unchanged sentences

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.

CSL Vifor License Agreement

On February 18, 2022, the Company entered into a Second Amended and Restated License Agreement, or the Vifor Agreement , with Vifor (International) Ltd.

(now a part of CSL Limited), or CSL Vifor , pursuant to which the Company granted to CSL Vifor an exclusive license to sell Vafseo to Fresenius Medical Care North America and its affiliates, including Fresenius Kidney Care Group LLC , to certain third-party dialysis organizations approved by us, to independent dialysis organizations that are members of certain group purchasing organizations and to certain non-retail specialty pharmacies in the U.S.

Under the Vifor Agreement, CSL Vifor contributed $40.0 million to a working capital facility, or the Working Capital Fund , established to partially fund the Company's costs of purchasing Vafseo from its contract manufacturers.

On May 3, 2024, the Company entered into Amendment #1 to the Vifor Agreement, or the Amendment , pursuant to which the Company agreed to modify the method of repayment of the Working Capital Fund such that the Working Capital Fund will

The following table describes, for the second quarter of 2024, 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):

Akebia Therapeutics, Inc.

| Form 10-Q | Page 96

be repaid through tiered royalties ranging from a high single-digit to low double-digit percentage of the Company's sales of Vafseo to both CSL Vifor and to third parties outside of the Vifor Agreement, or the Vifor Royalty Payments .

The Vifor Royalty Payments shall begin on July 1, 2025, and shall continue until the cumulative total of the Vifor Royalty Payments reach $40.0 million, or through May 2028, or the Vifor Royalty Term, at which time, if the Vifor Royalty Payments have not yet reached $40.0 million, we shall pay CSL Vifor the difference between the $40.0 million and the sum of any Vifor Royalty Payments paid by us during the Vifor Royalty Term and subject to certain minimum Vifor Royalty Payments during Vifor Royalty Term as described in the Amendment.

In addition, upon termination of the Vifor Agreement prior to the end of the Vifor Royalty Term:

(i) if by the Company for convenience, then the Vifor Royalty Payments shall be accelerated and the Company shall be required to pay the difference between the $40 million and the sum of any Vifor Royalty Payments paid by the Company during the Vifor Royalty Term;

(ii) if by CSL Vifor for convenience, then all Vifor Royalty Payments shall cease and the Vifor Royalty Term shall end;

or (iii) for any reason other than convenience by the Company or CSL Vifor, the Vifor Royalty Term and Vifor Royalty Payments shall continue as agreed under the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.

Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities

Ostrowski ( Senior Vice President, Chief Financial Officer, Chief Business Officer and Treasurer )

(June 21, 2024)

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)

Nicholas Grund ( Senior Vice President, Chief Commercial Officer )

(May 13, 2024)

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)

Michel Dahan ( Former Senior Vice President, Chief Operating Officer )

Adoption (May 31, 2024)

Rule 10b5-1 Non-Discretionary Option Exercise and Stock Sale Plan

Until March 31, 2025

Up to an aggregate of 823,166 shares

(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.

4 unchanged sentences

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).

Form of Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K (001-36352), filed March 14,2024).

10.1† Third Amended and Restated Non-Employee Director Compensation Program, effective January 1, 2024 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.2† Form of Officer Executive Severance Agreement (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.3† Form of Officer Cash Bonus Agreement (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.4† Form of Officer Stock Option Agreement under 2023 Stock Incentive Plan (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.5† Form of Officer Restricted Stock Unit Agreement under 2023 Stock Incentive Plan (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.6† Form of Officer Inducement Award Stock Option Agreement under 2023 Stock Incentive Plan (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

February 2024 Amendment to Retention and Separation Agreement for Nicole R.

Hadas (incorporated by reference to Exhibit 10.66 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

February 2024 Amendment to Retention and Separation Agreement for Michel Dahan (incorporated by reference to Exhibit 10.67 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

Agreement for the Provision of a Loan Facility dated January 29, 2024 between the Company and Kreos Capital VII (UK) Limited (incorporated by reference to Exhibit 10.102 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.10 Warrant Agreement dated January 29, 2024 by and between the Company and Kreos Capital VII Aggregator SCSp (incorporated by reference to Exhibit 10.103 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

Separation Agreement with Ellen Snow , dated March 15, 20 24.

Akebia Therapeutics, Inc.

| Form 10-Q | Page 94

Seventh Amend me nt to Office Lease Agreement Between CLPF-Cambridge Science Center, LLC and the Company dat ed May 6, 2024.

A mendment #2 to Su pply Agreement , dated as of April 15, 202 4 , by and between the Company and STA Pharmaceutical Hong Kong Limited .

A mendment #1 to Second Amended and Restated License Agreement, dated Ma y 3, 20 2 4, by and between the Company and Vifor (International) Ltd.

T ermin ation a nd Settlement Agreement , dated July 10, 20 24, by and between the Company and Vifor (International) Ltd.

Amendment #1 t o Agreement for the Provision of a Loan Facility , dated J uly 10 , 2024 , by and between the Company and Kreos Capital VII (UK) Limited .

31.1* Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1* Certification of Principal Executive Officer and Interim Principal Financial Officer Required Under Rule 13a-14( a ) /Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended .

C ertification of Principal Financial Officer Require d 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.

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)

6 unchanged sentences

* Filed, or submitted electronically, herewith

Akebia Therapeutics, Inc.

| Form 10-Q | Page 98

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.

2 unchanged sentences

AKEBIA THERAPEUTICS, INC.

August 8, 2024

President and Chief Executive Officer

(Principal Executive Officer and Interim Principal Financial Officer)

(Principal Executive Officer)

August 8, 2024

Senior Vice President, Chief Financial Officer, Chief Business Officer and Treasurer

(Principal Financial Officer)

August 8, 2024

/s/ Richard C.

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

Akebia Therapeutics, Inc.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information