Annexon, Inc. 10-Q

Item 5. Other Information. 2024 ATM Program As previously disclosed, on March 26, 2024, we entered into a Sales Agreement, or Sales Agreement, with TD Cowen, pursuant to which we from time to time could offer and sell shares of its common stock through or to TD Cowen having an aggregate offering price of up to $100.0 million. On May 6, 2026, we and TD Cowen mutually agreed to terminate the Sales Agreement with immediate effect in accordance with the terms of the Sales Agreement. Accordingly, no further offers or sales will be conducted under the Sales Agreement. Prior to such termination, we sold shares of our common stock with an aggregate gross sales price of approximately $66.7 million under the Sales Agreement. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed on March 26, 2024. Insider Trading During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K. 69 Item 6. E xhibits. EXHIBIT INDEX Exhibit No. Description of Exhibit Incorporated by Reference Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation. 8-K 001-39402 3.1 07/28/20 3.2 Amended and Restated Bylaws. 8-K 001-39402 3.2 07/28/20 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. X 32.1* Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X * The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, is not deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall Exhibit 32.1 be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the Registrant specifically incorporates it by reference. 70 SIGNAT URES 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. Annexon, Inc. Date: May 7, 2026 By: /s/ Douglas Love, Esq. Douglas Love, Esq. President and Chief Executive Officer (Principal Executive Officer) Date: May 7, 2026 By: /s/ Jennifer Lew Jennifer Lew Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 71