Aclaris Therapeutics Inc

Entry into At-the-Market Facility

On February 27, 2025, we entered into an Amended and Restated Sales Agreement (the “Amended ATM Agreement”) with Leerink Partners LLC (“Leerink”) and Cantor Fitzgerald & Co. (“Cantor”) under which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $100.0 million through Leerink and Cantor as sales agents. The issuance and sale, if any, of common stock under the Amended ATM Agreement will be made pursuant to a registration statement on Form S-3. The Amended ATM Agreement amends and restates the sales agreement with Leerink and Cantor, dated February 23, 2023, which provided for the offer and sale of up to $200.0 million of our common stock from time to time through Leerink and Cantor as sales agents.

Leerink and Cantor may sell shares of our common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act. Leerink and Cantor have agreed to use commercially reasonable efforts to sell our common stock from time to time, based on our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Leerink and Cantor a commission equal to three percent (3.0%) of the gross sales proceeds of any common stock sold through Leerink and Cantor under the Amended ATM Agreement. We provided customary representations, warranties and covenants, and the parties have agreed to customary indemnification rights.

We are not obligated to make any sales of common stock under the Amended ATM Agreement. The offering of shares of our common stock pursuant to the Amended ATM Agreement will terminate upon the earlier of (i) the sale of the maximum dollar value of common stock permitted to be sold pursuant to the Amended ATM Agreement or (ii) termination of the Amended ATM Agreement in accordance with its terms.

The foregoing description of the Amended ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended ATM Agreement, a copy of which is filed as an exhibit to this Annual Report.

Entry into Employment Agreement with Neal Walker

On February 26, 2025, our board of directors (the “Board”) appointed Neal Walker as our Chief Executive Officer effective immediately. In connection with such appointment, we have entered into an employment agreement with Dr. Walker, dated February 26, 2025 (the “Walker Employment Agreement”). The Walker Employment Agreement has an initial term of two years and thereafter shall be automatically renewed for successive one-year periods unless either party elects not to renew the agreement at least 90 days prior to the expiration of the applicable term. Dr. Walker will receive an annual base salary of $615,000, which may be increased by the Board in its sole discretion. Dr. Walker will be eligible to receive a target annual bonus equal to up to 60% of the annual base salary, subject to the achievement of performance goals to be determined by the Board.

Under the Walker Employment Agreement, if Dr. Walker’s employment with the Company ends due to his death or “disability”, his resignation for “good reason” or his termination by the Company other than for “cause,” each as defined in the Walker Employment Agreement, in either case that does not occur on or within three months prior to or 12 months after the effective date of a “change of control” (as defined in the Walker Employment Agreement), he will be entitled to receive (i) continuation of his then-current base salary for a period of 12 months; (ii) any bonuses for the preceding year for which he remains employed through the last day of such year; and (iii) continued health benefits under COBRA for up to 12 months. Dr. Walker would also receive the foregoing benefits in the event his employment is terminated upon non-renewal of the Walker Employment Agreement by the Company.

In the case Dr. Walker’s employment with the Company ends due to his death or “disability,” his resignation for “good reason” or his termination by the Company other than for “cause,” in either case that occurs on or within three months prior to or 12 months after the effective date of a “change of control”, then he will be entitled to receive, in addition to the benefits described in the preceding paragraph, (i) continuation of his then-current base salary for an additional six months; (ii) an additional lump sum payment equal to 150% of his target bonus; (iii) continued health benefits under COBRA for up to an additional six months; and (iv) acceleration of all unvested equity awards.

The foregoing benefits are conditioned, among other things, on Dr. Walker’s compliance with his post-

termination obligations under the Walker Employment Agreement and his execution of a general release of claims in favor of the Company.

Dr. Walker has previously entered into our standard form of indemnification agreement.

The foregoing summary of the Walker Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Walker Employment Agreement, a copy of which is filed as an exhibit to this Annual Report.

Adoption, Modification and Termination of Rule 10b5-1 Plans and Certain Other Trading Arrangements

On December 12, 2024, Joseph Monahan, our Chief Scientific Officer, adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Sales may commence under the plan on March 13, 2025 and the plan terminates on December 31, 2025, subject to earlier termination in accordance with its terms. The aggregate number of securities to be sold under the plan is 60,000 shares of common stock.

No other officers or directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K), during the quarter ended December 31, 2024.