APGE Form 4: 365,853 pre-funded warrants; $0.00001 exercise, 4.99% cap

Rhea-AI Filing Summary

Apogee Therapeutics (APGE)

Insights

Equity Capital Markets Analyst

Insider-affiliated fund acquired pre-funded warrants; immediate exercisability, low strike, future dilution capped by a 4.99% blocker.

Apogee Therapeutics (APGE) had an insider-affiliated entity, Venrock Opportunities Fund, L.P. (VOF), acquire 365,853 pre-funded warrants on 10/10/2025. The warrants are exercisable immediately at a de minimis strike of $0.00001 per share, with the purchase price disclosed at $40.9999 per warrant. Pre-funded warrants function economically like common stock with near-zero exercise price, but defer share issuance until exercise.

A 4.99% ownership blocker limits exercises that would put VOF and affiliates above that threshold post-exercise. This tempers near-term dilution, though the warrants have no expiration and can be exercised over time. The reporting person is a director and a voting member of the fund’s general partner and disclaims beneficial ownership beyond indirect pecuniary interest, indicating the securities are held by VOF, not personally.

Key items to watch: any subsequent warrant exercises and resulting changes in outstanding shares, and future filings that update VOF’s beneficial ownership relative to the 4.99% cap. The transaction date is 10/10/2025; follow-on Forms 4/13D/G and share count disclosures will show the pace of conversion and dilution.

10/15/2025 - 12:00 AM

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
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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).

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Apogee Therapeutics, Inc. [ APGE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

4. 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 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
Pre-Funded Warrants (Right to Buy)	(1)	10/10/2025		P		365,853		(2)	(2)	Common Stock	365,853	$40.9999	365,853	I	See footnotes(3)

Explanation of Responses:

1. The exercise price is $0.00001 per share.

2. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, Venrock Opportunities Fund, L.P. ("VOF") shall not be entitled to exercise the Pre-Funded Warrants to the extent that such exercise would cause the aggregate number of shares of Common Stock beneficially owned by VOF, its affiliates and any persons whose ownership would be aggregated with VOF's for purposes of Section 13(d) of the Securities Exchange Act to exceed 4.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

3. Securities are held directly by VOF. Venrock Opportunities Management, LLC ("VO Management") is the general partner of VOF. The Reporting Person is a voting member of VO Management and expressly disclaims beneficial ownership over all shares held by VOF except to the extent of his indirect pecuniary interests therein.

	Nimish Shah, By: /s/ Sherman G. Souther, Attorney-infact	10/15/2025
	** 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.

FAQ

What did APGE insider Nimish Shah report on Form 4?

He reported acquiring 365,853 pre-funded warrants on 10/10/2025.

What was the price paid for the pre-funded warrants?

The filing lists a price of $40.9999 per derivative security.

What is the exercise price of the warrants?

The warrants are exercisable at $0.00001 per share.

Do the pre-funded warrants have an expiration date?

They have no expiration date and are exercisable immediately.

Is there a beneficial ownership cap on exercising the warrants?

Yes, exercises are limited by a 4.99% beneficial ownership threshold.

Who holds the securities and how is ownership reported?

They are held by Venrock Opportunities Fund; Shah reports indirect ownership and disclaims beneficial ownership beyond indirect pecuniary interest.