Apogee Therapeutics (APGE) CMO trades 5,500 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Apogee Therapeutics Chief Medical Officer Carl Dambkowski exercised stock options and sold shares in a planned transaction. He exercised options covering 4,125 shares of common stock at an exercise price of $22.86 per share and received 4,125 shares.

On the same date, he sold a total of 5,500 common shares in open-market trades at weighted average prices of about $84.31, $85.33, and $85.89, leaving him with 208,398 directly held shares. The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 22, 2025. A related option grant represents the right to purchase 175,345 shares vesting monthly through December 18, 2027, subject to continued service.

Insights

Routine option exercise-and-sell under a 10b5-1 plan; modest net reduction in holdings.

Carl Dambkowski, Chief Medical Officer of Apogee Therapeutics, exercised stock options for 4,125 shares at an exercise price of $22.86. He then sold 5,500 common shares in open-market trades at prices around the mid-$80s, according to the transaction details.

The pattern is a classic exercise-and-sell: options are converted into shares and some or all are sold for liquidity. Here, Dambkowski’s reported transactions were made pursuant to a Rule 10b5-1 trading plan adopted on September 22, 2025, indicating they were pre-scheduled rather than opportunistic.

After the sales, he directly holds 208,398 common shares, so the 5,500 shares sold represent a relatively small portion of his position. A related option grant represents the right to purchase 175,345 shares vesting monthly through December 18, 2027, tying a significant part of his future compensation to Apogee’s equity performance.

Insider Trade Summary 10b5-1

Net Seller: 5,500 shares ($466,619)

Net Sell 5 txns

Insider Dambkowski Carl

Role Chief Medical Officer

Sold 5,500 shs ($467K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	4,125	$0.00	--
Exercise	Common Stock	4,125	$22.86	$94K
Sale	Common Stock	2,698	$84.31	$227K
Sale	Common Stock	2,702	$85.33	$231K
Sale	Common Stock	100	$85.89	$9K

Holdings After Transaction: Stock Option (Right to Buy) — 127,165 shares (Direct); Common Stock — 213,898 shares (Direct)

Footnotes (1)

This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on September 22, 2025. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $83.87 to $84.84, 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. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $84.87 to $85.80, 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. 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.

Key Figures

Options exercised: 4,125 shares Option exercise price: $22.86 per share Shares sold: 5,500 shares +5 more

8 metrics

Options exercised 4,125 shares Stock options converted to common stock on April 1, 2026

Option exercise price $22.86 per share Exercise price for stock option (right to buy)

Shares sold 5,500 shares Total common shares sold in open-market transactions

Sale price tranche 1 $84.31 per share Weighted average sale price for 2,698 shares

Sale price tranche 2 $85.33 per share Weighted average sale price for 2,702 shares

Sale price tranche 3 $85.89 per share Sale price for 100 shares

Shares held after 208,398 shares Direct common stock ownership after transactions

Option grant size 175,345 shares Right to purchase common stock vesting monthly through Dec 18, 2027

Key Terms

Rule 10b5-1 trading plan, Stock Option (Right to Buy, weighted average price, vesting, +1 more

5 terms

Rule 10b5-1 trading plan financial

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Stock Option (Right to Buy financial

"security_title": "Stock Option (Right to Buy)"

weighted average price financial

"The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $83.87 to $84.84"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

vesting financial

"which will vest in forty-eight equal monthly installments through December 18, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 08:00 PM

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^*

Dambkowski Carl

(Last)

(First)

(Middle)

C/O APOGEE THERAPEUTICS, INC.

221 CRESCENT ST., BLDG. 17, STE. 102B

(Street)

WALTHAM

MASSACHUSETTS

02453

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		M		4,125	A	$22.86	213,898	D
Common Stock	04/01/2026		S⁽¹⁾		2,698	D	$84.31⁽²⁾	211,200	D
Common Stock	04/01/2026		S⁽¹⁾		2,702	D	$85.33⁽³⁾	208,498	D
Common Stock	04/01/2026		S⁽¹⁾		100	D	$85.89	208,398	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$22.86	04/01/2026		M			4,125	⁽⁴⁾	12/18/2033	Common Stock	4,125	$0.00	127,165	D

Explanation of Responses:

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

2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $83.87 to $84.84, 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.

3. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $84.87 to $85.80, 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.

4. 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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Apogee Therapeutics (APGE) CMO Carl Dambkowski do in this Form 4 filing?

Carl Dambkowski exercised stock options for 4,125 Apogee Therapeutics shares at an exercise price of $22.86 and then sold 5,500 common shares in open-market trades. These equity transactions adjusted his holdings while providing liquidity from part of his position.

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

He sold a total of 5,500 Apogee Therapeutics common shares. The sales occurred at weighted average prices around $84.31, $85.33, and $85.89 per share, reflecting multiple trades within narrow intraday price ranges as disclosed in the Form 4 footnotes.

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

After completing the reported trades, Carl Dambkowski directly holds 208,398 Apogee Therapeutics common shares. This remaining position shows that, despite the 5,500 shares sold, he retains a substantial equity stake in the company following the option exercise and sales.

Were the Apogee Therapeutics (APGE) CMO’s stock sales under a Rule 10b5-1 plan?

Yes. A footnote states the transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on September 22, 2025. Such plans pre-schedule trades, indicating the timing of these sales was determined in advance rather than based on short-term market conditions.

What stock option grant does the Apogee Therapeutics (APGE) Form 4 reference for the CMO?

The filing notes an option representing the right to purchase 175,345 Apogee Therapeutics common shares. This option vests in forty-eight equal monthly installments through December 18, 2027, and remains subject to Carl Dambkowski’s continued service with the company.

What is the significance of the option exercise price in the Apogee Therapeutics (APGE) Form 4?

The options were exercised at an exercise price of $22.86 per share, converting a derivative right into 4,125 common shares. Comparing this exercise price with sale prices in the mid-$80s illustrates the intrinsic value realized from the options when they were exercised and partially sold.