Apogee CEO sells shares and makes large stock gift

Apogee Therapeutics, Inc. Chief Executive Officer Michael Thomas Henderson reported two stock transactions.

Rhea-AI Filing Summary

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.

Insights

Equity compensation and insider-trading analyst

CEO executed a small pre-planned sale and a large charitable gift while retaining a substantial shareholding.

Chief Executive Officer Michael Thomas Henderson sold 20,000 shares of Apogee common stock at a weighted average price of $133.63 per share on July 8, 2026. A footnote states this sale was executed under a Rule 10b5-1 trading plan adopted on August 13, 2025, indicating it was pre-scheduled rather than discretionary market timing.

On July 10, 2026, he made a bona fide gift of 75,046 shares to a donor advised fund, transferring those shares without sale proceeds. After both transactions, he directly held 920,941 shares, so he retains a significant equity position. The combination of a modest pre-planned sale and a charitable gift generally reads as routine personal and philanthropic activity rather than a change in corporate outlook.

Insider Trade Summary 10b5-1

Net Seller: 20,000 shares

Net Sell 2 txns

Insider HENDERSON MICHAEL THOMAS

Role Chief Executive Officer

Sold 20,000 shs ($2.67M)

Type	Security	Shares	Price	Value
Gift	Common Stock F3	75,046	$0.00	$0.00
Sale	Common Stock F1, F2	20,000	$133.63	$2.67M

Holdings After Transaction: Common Stock — 920,941 shares (Direct)

Footnotes (3)

1. F1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on August 13, 2025.
2. F2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $133.52 to $133.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
3. F3. This transaction involves a bona fide gift of securities from the reporting person to a donor advised fund.

Key Figures

Shares sold: 20,000 shares Weighted average sale price: $133.63 per share Sale price range: $133.52–$133.70 per share +3 more

6 metrics

Shares sold 20,000 shares Open-market sale of common stock by CEO on July 8, 2026

Weighted average sale price $133.63 per share Average price for 20,000 shares sold in multiple trades

Sale price range $133.52–$133.70 per share Range of individual trade prices for the 20,000 shares sold

Gifted shares 75,046 shares Bona fide gift of common stock to a donor advised fund

Shares held after transactions 920,941 shares CEO’s direct ownership following the sale and gift

10b5-1 plan adoption date August 13, 2025 Date the Rule 10b5-1 trading plan governing the sale was adopted

Key Terms

Rule 10b5-1 trading plan, bona fide gift, donor advised fund, weighted average price

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on August 13, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

bona fide gift financial

"This transaction involves a bona fide gift of securities from the reporting person"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

donor advised fund financial

"bona fide gift of securities from the reporting person to a donor advised fund."

A donor advised fund is a charitable savings account you fund with cash or assets (including stocks) that lets you take an immediate tax benefit while recommending when and which charities receive grants over time. Think of it like a dedicated piggy bank for giving: you get tax relief when you put money in, can avoid selling appreciated securities and triggering capital gains, and still control the timing and recipients of donations, which affects tax planning, portfolio decisions, and public giving signals.

weighted average price financial

"The price reported above is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

What insider transactions did Apogee Therapeutics (APGE) report for its CEO?

Apogee’s CEO Michael Thomas Henderson reported two transactions: an open-market sale of 20,000 shares of common stock and a bona fide gift of 75,046 shares to a donor advised fund.

At what price did the Apogee Therapeutics (APGE) CEO sell shares?

The CEO sold 20,000 shares of Apogee common stock at a weighted average price of $133.63 per share, with individual trades ranging from $133.52 to $133.70 per share.

Was the Apogee Therapeutics (APGE) CEO’s stock sale under a Rule 10b5-1 plan?

Yes. A footnote states the 20,000-share sale by Apogee’s CEO was executed under a Rule 10b5-1 trading plan adopted on August 13, 2025, indicating it was pre-arranged.

How many Apogee Therapeutics (APGE) shares did the CEO gift and to whom?

The CEO made a bona fide gift of 75,046 shares of Apogee common stock. A footnote explains the gift transferred the shares to a donor advised fund for charitable purposes.

How many Apogee Therapeutics (APGE) shares does the CEO hold after these transactions?

After the reported sale and gift, Apogee’s CEO directly holds 920,941 shares of the company’s common stock, reflecting his remaining ownership position following both dispositions.

What is the significance of the Rule 10b5-1 plan in the Apogee Therapeutics (APGE) CEO’s sale?

The Rule 10b5-1 plan indicates the 20,000-share sale was pre-scheduled, reducing the likelihood it reflects short-term views on Apogee’s stock and framing it as routine liquidity management.

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

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Accepted by SEC EDGAR 07/10/2026 - 08:00 PM 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).

X

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^*

HENDERSON MICHAEL THOMAS

(Last) (First) (Middle)

C/O APOGEE THERAPEUTICS, INC.

1 LETTERMAN DRIVE, BUILDING B

(Street)

SAN FRANCISCO CALIFORNIA 94129

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

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

X	Form filed by One Reporting Person
	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
Common Stock	07/08/2026		S(1)		20,000	D	$133.63(2)	995,987	D
Common Stock	07/10/2026		G(3)		75,046	D	$0.00	920,941	D

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

Explanation of Responses:

1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on August 13, 2025.

2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $133.52 to $133.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

3. This transaction involves a bona fide gift of securities from the reporting person to a donor advised fund.

	/s/ Matthew Batters, as attorney-in-fact for Michael Henderson	07/10/2026
	** 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)