SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Rucci Carolyn M.

(Last) (First) (Middle)
C/O AKEBIA THERAPEUTICS, INC
245 FIRST ST.

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2026
3. Issuer Name and Ticker or Trading Symbol
Akebia Therapeutics, Inc. [ AKBA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Legal Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 171,816 D
Common Stock 36,800(1) D
Common Stock 99,534(2) D
Common Stock 160,000(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (3) 09/30/2031 Common Stock 61,000 $2.88 D
Employee Stock Option (right to buy) (4) 02/28/2032 Common Stock 27,900 $2.16 D
Employee Stock Option (right to buy) (4) 01/31/2033 Common Stock 165,600 $0.63 D
Employee Stock Option (right to buy) (5) 01/31/2034 Common Stock 224,000 $1.68 D
Employee Stock Option (right to buy) (5) 01/31/2035 Common Stock 240,000 $2.24 D
Explanation of Responses:
1. The restricted stock units were granted by the Issuer pursuant to its 2014 Incentive Plan, as amended. All of the restricted stock units will vest on January 31, 2026, subject to the reporting person's continued service with the Issuer on such vesting date.
2. The restricted stock units were granted by the Issuer pursuant to its 2023 Stock Incentive Plan, as amended. One third of the restricted stock units will vest on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued service with the Issuer on each vesting date.
3. The options were granted by the Issuer as an inducement material to the reporting person's entering into employment with the Issuer in accordance with Nasdaq Listing Rule 5635(c)(4). The options will vest over four years: 25% of the options will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer on each vesting date.
4. The options were granted by the Issuer pursuant to its 2014 Incentive Plan, as amended. The options will vest over four years: 25% of the options will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer on each vesting date.
5. The options were granted by the Issuer pursuant to its 2023 Stock Incentive Plan, as amended. The options will vest over four years: 25% of the options will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer on each vesting date.
Remarks:
/s/ Carolyn M. Rucci 02/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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