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Apogee director exits 20,000 shares in merger

Apogee Therapeutics director Mark C. McKenna exchanged vested options and common shares for cash in a merger, leaving no directly held common stock.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) director Mark C. McKenna reported dispositions of company securities in connection with a merger. On September 3, 2026, he returned vested stock options covering 150,000, 10,370, 14,461 and 7,657 shares of common stock to the issuer, with exercise prices of $23.60, $43.85, $41.66 and $85.00, respectively. Each option was cashed out under an Agreement and Plan of Merger at $135.11 per share of merger consideration, reduced by the relevant exercise price. In a related transaction, 20,000 shares of common stock were also disposed of pursuant to the same merger agreement, and his directly held common stock position became 0 shares after the transaction. The filing states that these options were vested or became fully vested in connection with the merger and that no Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider McKenna Mark C.
Role Director
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F3, F2 150,000 -- --
Disposition Stock Option (Right to Buy) F3, F2 10,370 -- --
Disposition Stock Option (Right to Buy) F3, F2 14,461 -- --
Disposition Stock Option (Right to Buy) F3, F2 7,657 -- --
Disposition Common Stock F1 20,000 -- --
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.
Common stock disposed 20,000 shares Shares of Apogee Therapeutics common stock returned to the issuer on September 3, 2026 pursuant to the merger agreement
Stock options disposed (first grant) 150,000 options Vested option covering 150,000 shares of common stock disposed to the issuer on September 3, 2026
Stock options disposed (second grant) 10,370 options Vested option covering 10,370 shares of common stock disposed to the issuer on September 3, 2026
Stock options disposed (third grant) 14,461 options Vested option covering 14,461 shares of common stock disposed to the issuer on September 3, 2026
Stock options disposed (fourth grant) 7,657 options Vested option covering 7,657 shares of common stock disposed to the issuer on September 3, 2026
Per share merger consideration $135.11 per share Cash consideration used to calculate payments for each option under the merger agreement
Option exercise prices $23.60, $43.85, $41.66, $85.00 Exercise prices for the four disposed stock option grants cashed out under the merger agreement
Direct common stock after transaction 0 shares Directly held Apogee Therapeutics common stock reported after the merger-related disposition
Agreement and Plan of Merger regulatory
"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
"in exchange for a cash payment equal to the excess of the per share merger consideration of $135.11 over the exercise price"
common stock financial
"shares of the Issuer's common stock disposed of pursuant to the terms of the Agreement and Plan of Merger"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
stock option financial
"The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
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 Apogee Therapeutics (APGE) director Mark C. McKenna report on this Form 4?

He reported dispositions of stock options and common stock on September 3, 2026, returning vested options and 20,000 common shares to Apogee Therapeutics in connection with a merger, with the options cashed out for cash based on per share merger consideration.

How many Apogee Therapeutics (APGE) common shares did Mark C. McKenna dispose of?

He disposed of 20,000 shares of common stock pursuant to an Agreement and Plan of Merger that included Andor LLC, Andor Merger Co., Apogee Therapeutics, and AbbVie Inc., and his directly held common stock position became 0 shares after the transaction.

What happened to Mark C. McKenna’s Apogee (APGE) stock options in the merger?

Vested options over 150,000, 10,370, 14,461, and 7,657 shares of Apogee common stock were disposed of to the issuer and exchanged for cash equal to the $135.11 per share merger consideration minus each option’s exercise price.

What exercise prices applied to the Apogee (APGE) options cashed out for Mark C. McKenna?

The reported options had exercise prices of $23.60, $43.85, $41.66, and $85.00 per share, and each was exchanged for a cash payment equal to the per share merger consideration of $135.11 minus the respective exercise price.

Were Mark C. McKenna’s Apogee (APGE) Form 4 transactions under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for these transactions; instead, the dispositions occurred pursuant to the terms of an Agreement and Plan of Merger dated June 18, 2026.

Did Mark C. McKenna’s Apogee (APGE) options vest in connection with the merger?

Yes. The filing explains that the reported options were vested as of the date of the merger or became fully vested in connection with the merger, and then were disposed of for cash under the merger agreement.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
McKenna Mark C.

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/03/2026D20,000(1)D(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$23.609/03/2026D150,000 (2)(3)08/17/2033Common Stock150,000(3)0D
Stock Option (Right to Buy)$43.8509/03/2026D10,370 (2)(3)06/05/2034Common Stock10,370(3)0D
Stock Option (Right to Buy)$41.6609/03/2026D14,461 (2)(3)06/17/2035Common Stock14,461(3)0D
Stock Option (Right to Buy)$8509/03/2026D7,657 (2)(3)06/09/2036Common Stock7,657(3)0D
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 Mark McKenna09/03/2026
** Signature of Reporting PersonDate
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)