Apogee CFO exits 158,371 shares in AbbVie deal

Apogee Therapeutics’ chief financial officer had her common shares and vested options cashed out in connection with AbbVie’s merger transaction.

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) reported that Chief Financial Officer Jane Henderson disposed of company equity on September 3, 2026 in connection with a merger under an Agreement and Plan of Merger among Andor LLC, Andor Merger Co., Apogee Therapeutics, Inc. and AbbVie Inc. The transactions included the disposition of 158,371 shares of common stock, after which she held no shares of common stock directly. Three vested stock option awards covering 175,345, 124,962 and 83,690 underlying shares, with exercise prices of $22.86, $49.07 and $75.78 per share, respectively, were also disposed of in connection with the merger. Each option was cashed out for an amount equal to the excess of the $135.11 per share merger consideration over its exercise price, rather than exercised for shares. The options were vested as of, or became fully vested in connection with, the merger, and the filing does not state that these transactions were made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Disposition: 542,368 shares

Disposition 4 txns

Insider Henderson Jane

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy) F3, F2	175,345	--	--
Disposition	Stock Option (Right to Buy) F3, F2	124,962	--	--
Disposition	Stock Option (Right to Buy) F3, F2	83,690	--	--
Disposition	Common Stock F1	158,371	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. The reported securities represent shares of the Issuer's common stock disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 18, 2026 (the "Merger Agreement"), among Andor LLC, Andor Merger Co., the Issuer and AbbVie Inc.
2. F2. The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger.
3. F3. Each reported option was disposed of, pursuant to the Merger Agreement, in exchange for a cash payment equal to the excess of the per share merger consideration of $135.11 over the exercise price of such option.

Key Figures

Common shares disposed: 158,371 shares First option grant shares and exercise price: 175,345 shares at $22.86 per share Second option grant shares and exercise price: 124,962 shares at $49.07 per share +2 more

5 metrics

Common shares disposed 158,371 shares Shares of Apogee Therapeutics common stock disposed of on September 3, 2026 in connection with the merger

First option grant shares and exercise price 175,345 shares at $22.86 per share Vested stock option award expiring December 18, 2033, disposed of in the merger

Second option grant shares and exercise price 124,962 shares at $49.07 per share Vested stock option award expiring December 9, 2034, disposed of in the merger

Third option grant shares and exercise price 83,690 shares at $75.78 per share Vested stock option award expiring January 2, 2036, disposed of in the merger

Per share merger consideration $135.11 per share Cash amount used to calculate payouts for each disposed option under the merger agreement

Key Terms

Agreement and Plan of Merger, per share merger consideration, vested

3 terms

Agreement and Plan of Merger regulatory

"disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 18, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

per share merger consideration financial

"equal to the excess of the per share merger consideration of $135.11 over the exercise price"

vested financial

"The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger"

FAQ

What did APGE’s chief financial officer report on this Form 4?

The chief financial officer, Jane Henderson, reported disposing of 158,371 shares of Apogee Therapeutics common stock and three vested stock option awards covering 175,345, 124,962 and 83,690 shares, all in connection with a merger involving AbbVie Inc.

How many Apogee Therapeutics (APGE) common shares did Jane Henderson hold after the merger-related transactions?

After the September 3, 2026 merger-related disposition, Jane Henderson held 0 shares of Apogee Therapeutics common stock directly, according to the reported post-transaction ownership figure.

What were the exercise prices of the Apogee Therapeutics (APGE) options that were cashed out?

The disposed stock options had exercise prices of $22.86, $49.07 and $75.78 per share, covering 175,345, 124,962 and 83,690 underlying shares of Apogee Therapeutics common stock, respectively.

What cash amount was used to value the APGE options in the merger with AbbVie?

Each reported option was exchanged for cash equal to the excess of the $135.11 per share merger consideration over the option’s exercise price, as specified in the Agreement and Plan of Merger.

Were Jane Henderson’s Apogee Therapeutics (APGE) options vested at the time of the merger?

Yes. The filing states that the reported options were vested as of the date of the merger or became fully vested in connection with the merger before being cashed out for the per share merger consideration less the exercise price.

Were the APGE insider transactions reported as part of a Rule 10b5-1 trading plan?

No. The filing does not report that these merger-related dispositions by the chief financial officer were made under a Rule 10b5-1 trading plan or other pre-arranged trading arrangement.

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Available on EDGAR 09/03/2026 - 05:53 PM Accepted by SEC EDGAR 09/03/2026 - 04:39 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

X

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^*

Henderson Jane

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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	09/03/2026		D		158,371(1)	D	(1)	0	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
Stock Option (Right to Buy)	$22.86	09/03/2026		D			175,345	(2)(3)	12/18/2033	Common Stock	175,345	(3)	0	D
Stock Option (Right to Buy)	$49.07	09/03/2026		D			124,962	(2)(3)	12/09/2034	Common Stock	124,962	(3)	0	D
Stock Option (Right to Buy)	$75.78	09/03/2026		D			83,690	(2)(3)	01/02/2036	Common Stock	83,690	(3)	0	D

Explanation of Responses:

1. The reported securities represent shares of the Issuer's common stock disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 18, 2026 (the "Merger Agreement"), among Andor LLC, Andor Merger Co., the Issuer and AbbVie Inc.

2. The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger.

3. Each reported option was disposed of, pursuant to the Merger Agreement, in exchange for a cash payment equal to the excess of the per share merger consideration of $135.11 over the exercise price of such option.

	/s/ Matthew Batters, as attorney-in-fact for Jane Pritchett Henderson	09/03/2026
	** 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.
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* Form 4: SEC 1474 (03-26)