Apogee Therapeutics (APGE) director fund trims stake with 1.75M-share sale

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. insider filing shows a major share sale by an investment fund linked to company directors. Fairmount Healthcare Fund II L.P., managed by Fairmount Funds Management LLC, sold 1,750,000 shares of Apogee common stock on 01/22/2026 at $76.30 per share in an indirect transaction. After this sale, the fund is reported as indirectly holding 298,647 shares of common stock.

The filing also reports that Fairmount Healthcare Fund II L.P. indirectly holds 6,743,321 shares of non-voting common stock, which are convertible into Apogee common stock on a 1-for-1 basis, subject to a beneficial ownership cap of 9.99%, which can be increased to up to 19.99% with 61 days’ notice. Separately, director-affiliated individuals Tomas Kiselak and Peter Harwin are each shown as indirectly holding 51,166 shares of common stock. Fairmount, Kiselak, and Harwin disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.

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
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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).

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^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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	01/22/2026		S		1,750,000	D	$76.3	298,647	I	By Fairmount Healthcare Fund II LP(1)
Common Stock								51,166	I	By Tomas Kiselak
Common Stock								51,166	I	By Peter Harwin

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
Non-Voting Common Stock	(2)							(2)	(2)	Common Stock	6,743,321		6,743,321	I	By Fairmount Healthcare Fund II LP(1)

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kiselak Tomas

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Harwin Peter Evan

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

2. The shares of non-voting common stock have no expiration date and are convertible in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation at any time at the option of the holder into shares of common stock of the Issuer on a 1-for-1 basis without consideration to the extent that after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding shares of common stock immediately prior to and following such conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer, provided that the percentage may not exceed 19.99%.

Remarks:

Fairmount and Fairmount Healthcare Fund II LP may each be deemed a director by deputization of the Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of the Issuer and are also each a Managing Member of Fairmount.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	01/22/2026
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP	01/22/2026
	/s/ Tomas Kiselak	01/22/2026
	/s/ Peter Harwin	01/22/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Apogee Therapeutics (APGE) report in this Form 4?

The filing reports that Fairmount Healthcare Fund II L.P., an investment fund associated with Apogee directors, sold 1,750,000 shares of Apogee common stock on 01/22/2026 at a price of $76.30 per share, held indirectly through the fund.

Who is identified as having sold the 1,750,000 Apogee (APGE) shares?

The 1,750,000-share sale is attributed to Fairmount Healthcare Fund II L.P., with ownership reported as indirect and described as "By Fairmount Healthcare Fund II LP." Fairmount Funds Management LLC is the investment manager for this fund, and its managers are Peter Harwin and Tomas Kiselak.

What Apogee (APGE) share holdings remain after the reported sale?

Following the sale, Fairmount Healthcare Fund II L.P. is reported as indirectly holding 298,647 shares of common stock. The filing also shows indirect holdings of 6,743,321 shares of non-voting common stock and separate indirect holdings of 51,166 common shares for each of Tomas Kiselak and Peter Harwin.

How are Apogee (APGE) non-voting common shares described in the filing?

The non-voting common stock has no expiration date and is convertible into Apogee common stock on a 1-for-1 basis at the holder’s option, subject to a 9.99% beneficial ownership limit. This cap can be increased up to 19.99% with 61 days’ notice to the issuer, as described in the company’s Amended and Restated Certificate of Incorporation.

Do Fairmount and the Apogee (APGE) directors claim full beneficial ownership of these shares?

No. The filing states that Fairmount Funds Management LLC, Peter Harwin, and Tomas Kiselak disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest in those securities.

What roles do the reporting persons have in relation to Apogee Therapeutics (APGE)?

The reporting persons, including Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Tomas Kiselak, and Peter Harwin, are each identified as having a director relationship to Apogee. The filing notes that Fairmount and Fairmount Healthcare Fund II L.P. may each be deemed a director by deputization because Harwin and Kiselak serve on Apogee’s board and are managing members of Fairmount.