Apogee Therapeutics, Inc. SEC Filings

Apogee Therapeutics, Inc. Chief Medical Officer Carl Dambkowski reported a bona fide gift of 8,000 shares of common stock on July 14, 2026. The shares were transferred to a donor advised fund, a non-market disposition recorded at $0.00 per share.

Following the gift, Dambkowski directly holds 169,873 shares of Apogee common stock. No open-market purchases or sales were reported in this insider transaction.

Apogee Therapeutics has agreed to be acquired by AbbVie via a merger with AbbVie subsidiaries Andor LLC and Andor Merger Co., after which Apogee will become an indirect wholly owned subsidiary of AbbVie. Each Apogee common share will be converted into $135.11 in cash per share, without interest and subject to tax withholding.

The cash price represents a 53% premium to Apogee’s June 17, 2026 closing share price and a 63% premium to the 30‑day volume‑weighted average price. Following closing, Apogee’s stock will be delisted from Nasdaq and deregistered under the Exchange Act, and stockholders will no longer participate in Apogee’s future earnings or growth.

Stockholders of record as of July 10, 2026, will vote at a virtual special meeting on August 11, 2026 on: adopting the merger agreement, an advisory vote on merger‑related executive compensation, and a potential adjournment to solicit more votes. Approval of the merger requires a majority of outstanding voting shares. Dissenting holders who follow Delaware procedures may seek appraisal rights. The transaction is taxable to U.S. holders, who generally recognize capital gain or loss equal to the difference between cash received and tax basis. If the merger is terminated under specified circumstances, Apogee may owe AbbVie a $381,273,716 termination fee, and AbbVie’s parent may owe an equivalent reverse termination fee in other cases.

Apogee Therapeutics, Inc. Chief Executive Officer Michael Thomas Henderson reported two stock transactions. On July 8, he sold 20,000 shares of common stock in an open-market transaction at a weighted average price of $133.63 per share under a pre-arranged Rule 10b5-1 trading plan. On July 10, he made a bona fide gift of 75,046 shares of common stock to a donor advised fund. Following these transactions, he held 920,941 shares of Apogee common stock directly.

Apogee Therapeutics filed a Schedule 13G/A reporting that Wellington Management-affiliated entities beneficially own 564,326 shares of Common Stock, representing 0.91% of the class as of 06/30/2026. The filing lists shared voting power of 452,388 and shared dispositive power of 564,326 across related Wellington entities.

The ownership is held of record by clients of Wellington Investment Advisers and is reported by Wellington Management Group LLP and related holding entities.

T. Rowe Price Investment Management, Inc. reports beneficial ownership of 772,969 shares of Apogee Therapeutics common stock, representing 1.3% of the class as of 06/30/2026. The filing is an Amendment No. 2 to a Schedule 13G/A and affirms ownership of 5% or less.

The filing states sole voting power for 751,471 shares and sole dispositive power for 772,969 shares. The reporting person denies beneficial ownership in a declaratory statement. The filing is signed by Ellen York, Vice President, on 07/08/2026.

FMR LLC reports beneficial ownership of 2,493,136.73 shares of Apogee Therapeutics common stock, representing 4.0% of the class. The filing lists sole dispositive power of 2,493,136.73 shares and sole voting power of 2,491,555 in the cover data.

The Schedule 13G/A identifies FMR LLC as the filer and notes that one or more other persons have the right to receive dividends or sale proceeds but that no other person holds more than 5% of the class. Signatures show authorization under a power of attorney dated April 13, 2026.

Apogee Therapeutics, Inc. Chief Medical Officer Carl Dambkowski reported an option exercise and related share sale in company stock. He exercised stock options covering 4,125 shares of common stock at a price of $22.86 per share and sold 5,500 shares of common stock in an open-market transaction at an average price of $132.74 per share.

Following these transactions, Dambkowski directly owns 177,873 shares of common stock and holds stock options representing 114,790 shares after the partial exercise. The sale was executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on September 22, 2025, indicating the trade was scheduled in advance rather than timed discretionarily.

Apogee Therapeutics, Inc. is asking stockholders to approve a proposed merger under an Agreement and Plan of Merger dated June 18, 2026, whereby Apogee would become an indirect wholly owned subsidiary of AbbVie.

Under the Merger, each share of Apogee common stock would be converted into the right to receive $135.11 per share in cash. The board unanimously recommends stockholder approval and discloses appraisal rights under Section 262 of the DGCL. The proxy explains voting mechanics, potential termination fees, and that Apogee common stock will be delisted and deregistered if the Merger closes.

Carl Dambkowski reported Form 144 filings disclosing sales of Common Stock. The filing lists 10b5-1 sales of 26,400 shares on 06/22/2026 for $3,500,574.00, 5,500 shares on 06/03/2026 for $432,905.00, and 5,500 shares on 05/06/2026 for $462,768.35.

The excerpt also shows securities to be sold tied to an exercise of stock options of 12,375 shares dated 07/01/2026 and 4,125 Restricted Stock Awards dated 12/14/2022.