Apogee Therapeutics (APGE) CMO files Form 4 for stock trades

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. Chief Medical Officer Carl Dambkowski reported several stock transactions in common shares and options. On January 7, 2026, he exercised a stock option for 14,025 shares of common stock at an exercise price of $22.86 per share, then sold shares in multiple trades: 2,954 shares at $77.13, 14,820 shares at $77.90, 826 shares at $79.04, and 100 shares at $80.06. The sales were executed under a Rule 10b5-1 trading plan adopted on September 22, 2025. After these transactions, he beneficially owned 212,523 shares of common stock and 139,540 stock options. The filing also notes that earlier Forms 4 since October 3, 2025 overstated his beneficial ownership by 53,910 shares due to an administrative error, and this report reflects the corrected amount.

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

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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)
01/07/2026

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	01/07/2026		M		14,025	A	$22.86	231,223(1)	D
Common Stock	01/07/2026		S(2)		2,954	D	$77.13(3)	228,269	D
Common Stock	01/07/2026		S(2)		14,820	D	$77.9(4)	213,449	D
Common Stock	01/07/2026		S(2)		826	D	$79.04(5)	212,623	D
Common Stock	01/07/2026		S(2)		100	D	$80.06	212,523	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	01/07/2026		M			14,025	(6)	12/18/2033	Common Stock	14,025	$0.00	139,540	D

Explanation of Responses:

1. Due to an administrative error, the amount reported in Column 5 on the reporting person's Form 4 filed on October 3, 2025 was overstated by 53,910 shares. As a result, the beneficial ownership totals reported in the reporting person's Forms 4 filed after October 3, 2025 were each overstated by 53,910 shares. This Form 4 reflects the correct amount of common stock beneficially owned by the reporting person.

2. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on September 22, 2025.

3. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $76.44 to $77.43, 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 ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range.

4. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $77.45 to $78.44, 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.

5. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $78.70 to $79.24, 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.

6. This option represents the right to purchase 175,345 shares of the Issuer's common stock, which will vest in forty-eight equal monthly installments through December 18, 2027, subject to the Reporting Person's continued service to the Issuer.

	/s/ Matthew Batters, as attorney-in-fact for Carl Dambkowski	01/09/2026
	** 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.

FAQ

What insider activity did Apogee Therapeutics (APGE) report for its CMO?

The Chief Medical Officer, Carl Dambkowski, reported exercising a stock option for 14,025 shares of Apogee Therapeutics common stock at an exercise price of $22.86 per share and selling portions of those shares in several transactions on January 7, 2026.

How many Apogee Therapeutics (APGE) shares did the CMO sell and at what prices?

On January 7, 2026, the CMO sold 2,954 shares at $77.13, 14,820 shares at $77.90, 826 shares at $79.04, and 100 shares at $80.06. Several prices are reported as weighted averages over multiple trades within stated price ranges.

Was the Apogee Therapeutics (APGE) insider sale under a Rule 10b5-1 plan?

Yes. The filing states that the reported sale transactions were executed under a Rule 10b5-1 trading plan that was adopted on September 22, 2025.

How many Apogee Therapeutics (APGE) shares does the CMO own after these transactions?

Following the reported transactions, the CMO beneficially owned 212,523 shares of common stock directly and 139,540 stock options directly, as disclosed in the filing.

What administrative error did the Apogee Therapeutics (APGE) Form 4 correct?

The report explains that a Form 4 filed on October 3, 2025 overstated the CMO’s beneficial ownership by 53,910 shares, and subsequent Forms 4 repeated that overstatement. This Form 4 updates and reflects the correct common stock ownership amount.

What are the terms of the Apogee Therapeutics (APGE) stock option referenced in the filing?

The derivative table notes a stock option with a right to purchase 175,345 shares of common stock at an exercise price of $22.86. According to the footnote, it vests in 48 equal monthly installments through December 18, 2027, subject to the reporting person’s continued service.