Apogee CEO returns 920,941 shares in AbbVie deal
Rhea-AI Filing Summary
Apogee Therapeutics, Inc. (APGE) reports that Chief Executive Officer and director Michael Thomas Henderson disposed of his equity interests in connection with a merger involving Andor LLC, Andor Merger Co. and AbbVie Inc. On September 3, 2026, he returned 920,941 shares of common stock to the issuer under the merger terms and three fully vested option grants were canceled in exchange for cash equal to the $135.11 per share merger consideration minus each option’s exercise price. No Rule 10b5-1 trading plan is reported for these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 1,918,005 shares
Disposition
4 txns
Insider
HENDERSON MICHAEL THOMAS
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F2 | 387,012 | -- | -- |
| Disposition | Stock Option (Right to Buy) F3, F2 | 357,036 | -- | -- |
| Disposition | Stock Option (Right to Buy) F3, F2 | 253,016 | -- | -- |
| Disposition | Common Stock F1 | 920,941 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- 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.
- F2. The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger.
- 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: 920,941 shares
Merger consideration per share: $135.11 per share
Options disposed at $22.86 exercise price: 387,012 option shares
+3 more
6 metrics
Common shares disposed
920,941 shares
Shares of Apogee Therapeutics common stock returned to the issuer on September 3, 2026 under the merger agreement
Merger consideration per share
$135.11 per share
Cash amount used to determine the payout for common shares and options under the Agreement and Plan of Merger
Options disposed at $22.86 exercise price
387,012 option shares
Stock options with a $22.86 exercise price, expiring December 18, 2033, disposed for cash based on $135.11 per share
Options disposed at $49.07 exercise price
357,036 option shares
Stock options with a $49.07 exercise price, expiring December 9, 2034, disposed for cash based on $135.11 per share
Options disposed at $75.78 exercise price
253,016 option shares
Stock options with a $75.78 exercise price, expiring January 2, 2036, disposed for cash based on $135.11 per share
Transaction date
September 3, 2026
Date on which the common stock and option dispositions were reported to occur
Key Terms
Agreement and Plan of Merger, per share merger consideration, Stock Option (Right to Buy)
3 terms
Agreement and Plan of Merger regulatory
"disposed of pursuant to the terms of the Agreement and Plan of Merger"
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.
Stock Option (Right to Buy) financial
"The reported options were vested as of the date of the Merger"
FAQ
What did APGE’s CEO do with his common stock in this Form 4?
Michael Thomas Henderson disposed of 920,941 shares of Apogee Therapeutics common stock on September 3, 2026, returning them to the issuer pursuant to an Agreement and Plan of Merger that includes Andor LLC, Andor Merger Co., the company and AbbVie Inc.
How were APGE stock options held by the CEO treated in the merger?
Three grants of vested stock options were disposed of under the merger. Each option was exchanged for a cash payment equal to the excess of the $135.11 per share merger consideration over that option’s exercise price, rather than being exercised for shares.
What option series did the APGE CEO relinquish in this filing?
Michael Thomas Henderson disposed of options covering 387,012 shares at an exercise price of $22.86, 357,036 shares at $49.07, and 253,016 shares at $75.78, all settled in cash based on the $135.11 per share merger consideration.
Were APGE CEO’s options vested when they were canceled?
Yes. The filing states the reported options were vested as of the merger date or became fully vested in connection with the merger, before being disposed of for cash based on the $135.11 per share merger consideration minus the applicable exercise price.
Was a Rule 10b5-1 trading plan involved in this APGE Form 4?
No. The filing does not report that the transactions were made under a Rule 10b5-1 trading plan. The equity dispositions are described as occurring pursuant to the Agreement and Plan of Merger that sets the $135.11 per share merger consideration.
What roles does the reporting person hold at APGE?
Michael Thomas Henderson is identified as both a director and the Chief Executive Officer of Apogee Therapeutics, Inc. in this Form 4, and the reported common stock and options were held directly in his name before their disposition.
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