Apogee Therapeutics CMO sells 2,725 APGE shares under Rule 10b5-1

Rhea-AI Filing Summary

Apogee Therapeutics Chief Medical Officer Carl Dambkowski reported sales of common stock under a Rule 10b5-1 trading plan adopted August 21, 2024. On 09/03/2025 he sold 2,535 shares at a weighted-average price of $37.82 (individual trade prices ranged $37.39–$38.37) and sold 190 shares at a weighted-average price of $38.55 (trade range $38.54–$38.55). Following those reported transactions the filing shows beneficial ownership totals of 233,738 and 233,548 shares on the separate reporting lines. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan, which provides an affirmative defense and indicates preplanned trading
• Detailed price disclosure including weighted-average prices and explicit trade price ranges, with an offer to provide per-price execution breakdowns on request
• Form includes reporting person role (Chief Medical Officer) and post-transaction beneficial ownership figures

Negative

• Insider disposed of 2,725 shares (2,535 and 190 shares) which represents a reduction in the reporting person’s holdings
• Weighted-average sale prices reported ($37.82 and $38.55) may warrant reconciliation with market activity for context (not provided in this filing)

Insights

Securities Compliance Analyst

TL;DR: Insider sales were executed under an established 10b5-1 plan, indicating prearranged disposition rather than opportunistic trading.

The filing documents routine disposition activity by a named executive using a Rule 10b5-1 plan adopted August 21, 2024. The plan provides an affirmative defense against insider trading claims because transactions were pre-specified; the filing discloses weighted-average prices and trade price ranges and commits to provide detailed execution breakdowns on request. For compliance reviewers, the key elements are the plan adoption date, clear notation of the 10b5-1 plan checkbox, and the reporting of price ranges and beneficial ownership after the trades.

Corporate Governance Specialist

TL;DR: Sales reduced the reporting person’s holdings by 2,725 shares; disclosure appears complete and includes required price-range detail.

From a governance perspective the filing contains the customary disclosures: relationship to issuer (Chief Medical Officer), transaction dates, codes, amounts sold, weighted-average prices and ranges, and an attorney-in-fact signature. The dual reporting lines showing post-transaction beneficial ownership should be reconciled by investors with prior filings for a full ownership change history, but the Form 4 itself provides the essential elements for transparency.

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^*

Dambkowski Carl

(Last) (First) (Middle)

C/O APOGEE THERAPEUTICS, INC.

221 CRESCENT ST., BLDG. 17, STE. 102B

(Street)

WALTHAM MA 02453

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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
Common Stock	09/03/2025		S(1)		2,535	D	$37.82(2)	233,738	D
Common Stock	09/03/2025		S(1)		190	D	$38.55(3)	233,548	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 21, 2024.

2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.39 to $38.37, 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range.

3. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.54 to $38.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.

	/s/ Matthew Batters, as attorney-in-fact for Carl Dambkowski	09/05/2025
	** 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 Carl Dambkowski sell and when?

On 09/03/2025 Mr. Dambkowski sold 2,535 shares at a weighted-average price of $37.82 and 190 shares at a weighted-average price of $38.55 under a 10b5-1 plan.

Was the sale covered by a 10b5-1 trading plan?

Yes. The filing states the transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on August 21, 2024.

How many shares does the filing show after the transactions?

The Form 4 reports beneficial ownership of 233,738 shares on one line and 233,548 shares on the other line following the reported transactions.

What prices were the shares sold at?

The filing reports weighted-average prices of $37.82 (range $37.39–$38.37) and $38.55 (range $38.54–$38.55). The reporting person offers to provide a breakdown of the number of shares sold at each price on request.

Who signed the Form 4?

The Form 4 was signed by Matthew Batters, acting as attorney-in-fact for Carl Dambkowski, dated 09/05/2025.