Apogee Acquisition sponsor acquires forfeited shares

Rhea-AI Filing Summary

Apogee Acquisition Corp (AACP)’s sponsor, Apogee Acquisition Sponsor LLC, acquired 50,000 Class B Ordinary Shares on October 13, 2026, from Anna Brunelle’s forfeiture at the original purchase price of $0.003 per share, and 36,000 shares on October 14, 2026, from Tom Watson’s forfeiture for no consideration. Brunelle resigned from the board and Watson from his role as Chief Operating Officer. The shares are held directly by the Sponsor; Jeffrey Andrew Smith, Apogee’s Chief Executive Officer and a director, is the Sponsor’s sole managing member and disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Other: 86,000 shares

Other 2 txns

Insider APOGEE ACQUISITION SPONSOR LLC, Smith Jeffrey Andrew

Role 10% Owner | Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F1, F3, F4	36,000	--	--
Other	Class B Ordinary Shares F1, F2, F4	50,000	--	--

Holdings After Transaction: Class B Ordinary Shares — 5,576,000 contracts (Direct)

Footnotes (4)

1. F1. Represents Class B Ordinary Shares which will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial business combination of Apogee Acquisition Corp, or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-294102) related to the Issuer's initial public offering.
2. F2. Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Anna Brunelle at the original purchase price of $0.003 per share, in connection with her resignation from the board of directors of the Issuer, pursuant to the terms of Ms. Brunelle's securities assignment agreement with Apogee Acquisition Sponsor LLC (the "Sponsor').
3. F3. Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Tom Watson for no consideration, in connection with his resignation from his role as Chief Operating Officer of the Issuer, pursuant to the terms of Mr. Watson's securities assignment and forfeiture agreement with the Sponsor.
4. F4. The securities are held directly by the Sponsor. Jeffrey Smith is the sole managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Smith disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest therein.

Key Figures

Class B Ordinary Shares acquired: 50,000 shares Class B Ordinary Shares acquired: 36,000 shares Original purchase price: $0.003 per share +1 more

4 metrics

Class B Ordinary Shares acquired 50,000 shares Acquired October 13, 2026, from Anna Brunelle’s forfeiture

Class B Ordinary Shares acquired 36,000 shares Acquired October 14, 2026, from Tom Watson’s forfeiture

Original purchase price $0.003 per share Applies to the shares acquired from Anna Brunelle’s forfeiture

Conversion basis One-for-one Class B Ordinary Shares convert into Class A Ordinary Shares, subject to adjustment

Key Terms

initial business combination, pecuniary interest, one-for-one basis, Class B Ordinary Shares

4 terms

initial business combination technical

"consummation of the initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

pecuniary interest financial

"to the extent of his pecuniary interest"

one-for-one basis technical

"on a one-for-one basis, subject to adjustment"

Class B Ordinary Shares technical

"Represents Class B Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What AACP insider acquisitions were reported?

Apogee Acquisition Sponsor LLC acquired 50,000 Class B Ordinary Shares on October 13, 2026, from Anna Brunelle’s forfeiture at the original purchase price of $0.003 per share, and 36,000 shares on October 14, 2026, from Tom Watson’s forfeiture for no consideration. Brunelle resigned from the board and Tom Watson resigned as Chief Operating Officer.

How do AACP Class B Ordinary Shares convert?

They automatically convert into Class A Ordinary Shares concurrently with or immediately following consummation of Apogee Acquisition Corp’s initial business combination, or earlier at the holder’s option on a one-for-one basis, subject to adjustment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 07:24 PM EDT Accepted by SEC EDGAR 10/16/2026 - 07:24 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

APOGEE ACQUISITION SPONSOR LLC

(Last) (First) (Middle)

C/O APOGEE ACQUISITION CORP

2106 HOUSE AVE SUITE 375

(Street)

CHEYENNE WYOMING 82001

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Apogee Acquisition Corp [ AACP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	10/13/2026		J(2)		50,000		(1)	(1)	Class A Ordinary Shares	50,000	(2)	5,540,000	D(4)
Class B Ordinary Shares	(1)	10/14/2026		J(3)		36,000		(1)	(1)	Class A Ordinary Shares	36,000	(3)	5,576,000	D(4)

1. Name and Address of Reporting Person^*

APOGEE ACQUISITION SPONSOR LLC

(Last) (First) (Middle)

C/O APOGEE ACQUISITION CORP

2106 HOUSE AVE SUITE 375

(Street)

CHEYENNE WYOMING 82001

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Smith Jeffrey Andrew

(Last) (First) (Middle)

C/O APOGEE ACQUISITION CORP

2106 HOUSE AVE SUITE 375

(Street)

CHEYENNE WYOMING 82001

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. Represents Class B Ordinary Shares which will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial business combination of Apogee Acquisition Corp, or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-294102) related to the Issuer's initial public offering.

2. Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Anna Brunelle at the original purchase price of $0.003 per share, in connection with her resignation from the board of directors of the Issuer, pursuant to the terms of Ms. Brunelle's securities assignment agreement with Apogee Acquisition Sponsor LLC (the "Sponsor').

3. Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Tom Watson for no consideration, in connection with his resignation from his role as Chief Operating Officer of the Issuer, pursuant to the terms of Mr. Watson's securities assignment and forfeiture agreement with the Sponsor.

4. The securities are held directly by the Sponsor. Jeffrey Smith is the sole managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Smith disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest therein.

	/s/ Tricia Branker, Attorney-in-Fact	10/16/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)