[Form 4] Apogee Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) – Form 4 insider filing

On 17 June 2025, director Nimish P. Shah received a new stock-option grant covering 14,461 common shares. The option has an exercise price of $41.66, a 10-year term expiring 17 June 2035, and vests in full on the first anniversary of the grant date, contingent on continued service.

The filing lists the transaction as code “A” (acquired), indicating it is an original award rather than a market purchase. No non-derivative share transactions were reported, so Mr. Shah’s direct common-stock position is unchanged.

According to a pre-existing agreement, the option is deemed to be held for the sole benefit of VR Management, LLC. Consequently, both the reporting person and VR Management may be considered indirect beneficial owners. Mr. Shah disclaims beneficial ownership beyond any pecuniary interest.

• No cash consideration was paid for the option (price of derivative security reported as $0.00).
• Ownership is reported as Direct (D), subject to the indirect-beneficial-ownership disclaimer above.

The grant represents normal director compensation and does not, by itself, alter Apogee’s capital structure or have an immediate cash impact. Investor takeaway: routine alignment of director incentives with shareholder value; no material operational or financial effect.

Insights

Securities Analyst

TL;DR: Routine director option grant; 14,461 shares at $41.66, vests in one year; negligible immediate impact on APGE valuation.

The Form 4 discloses a standard equity-based compensation award to director Nimish Shah. The size (<1% of basic shares) and one-year cliff vesting are typical for biotech boards. Strike price equals prevailing market levels, so economic value depends on future share appreciation, aligning director incentives but creating no current dilution or cash outflow. Disclosure that VR Management benefits suggests Mr. Shah represents that investment firm on Apogee’s board, but the arrangement is clearly flagged and customary. Overall market impact is neutral; investors should view this as routine governance rather than a signal on fundamentals.

Corporate Governance Expert

TL;DR: Standard 10-year option grant enhances pay-for-performance alignment, governance risk remains low, impact modest.

From a governance standpoint, a single-year cliff followed by a 10-year term encourages medium-term oversight without promoting rapid exits. The transparent 10b5-1 acknowledgment and beneficial-ownership disclaimer mitigate conflict-of-interest concerns between Mr. Shah and VR Management. No acceleration clauses or repricing risk are noted. Because the award represents ordinary board compensation and lacks unusual features, I deem the filing as non-impactful to governance risk profile or shareholder rights.

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).

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^*

Shah Nimish P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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

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)	$41.66	06/17/2025		A		14,461		(1)	06/17/2035	Common Stock	14,461	$0.00	14,461	D(2)

Explanation of Responses:

1. This option represents the right to purchase 14,461 shares of the Issuer's common stock and will vest on the one-year anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer on such vesting date.

2. Under an agreement between the Reporting Person and VR Management, LLC (the "Management Company"), the Reporting Person is deemed to hold the reported option and the shares underlying the option for the sole benefit of the Management Company and must exercise the reported option solely upon the direction of the Management Company, which is entitled to the shares underlying the option. The Management Company may be deemed the indirect beneficial owner of the shares underlying the option, and the Reporting Person may be deemed the indirect beneficial owner of the reported shares underlying the option through his interest in the Management Company. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

	/s/ Matthew Batters, as attorney-in-fact for Nimish Shah	06/20/2025
	** 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).
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