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Apogee CMO swaps 167K shares at $135.11

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) reports that Chief Medical Officer Carl Dambkowski disposed of common stock and stock options in early September 2026, primarily in connection with the cash merger of Apogee with an AbbVie Inc.–affiliated entity under an Agreement and Plan of Merger.

Positive

  • None.

Negative

  • None.
Insider Dambkowski Carl
Role Chief Medical Officer
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F3, F2 110,665 -- --
Disposition Stock Option (Right to Buy) F3, F2 124,962 -- --
Disposition Stock Option (Right to Buy) F3, F2 83,690 -- --
Disposition Common Stock F1 167,123 -- --
Disposition Common Stock 1,375 $135.06 $186K
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 in merger 167,123 shares Common shares exchanged for cash under the Agreement and Plan of Merger
Separate common stock sale 1,375 shares Disposed on September 2, 2026 at $135.06 per share
Stock options disposed (22.86 strike) 110,665 shares underlying Options with $22.86 exercise price cashed out in merger
Stock options disposed (49.07 strike) 124,962 shares underlying Options with $49.07 exercise price cashed out in merger
Stock options disposed (75.78 strike) 83,690 shares underlying Options with $75.78 exercise price cashed out in merger
Per share merger consideration $135.11 Cash consideration per Apogee share used to value option cash-outs
Option expiration dates December 18, 2033; December 9, 2034; January 2, 2036 Original expiration dates of option grants that were cashed out
Agreement and Plan of Merger regulatory
"disposed of 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
"cash payment equal to the excess of the per share merger consideration of $135.11 over the exercise price"
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 insider transactions did APGE’s Chief Medical Officer report in this Form 4?

Chief Medical Officer Carl Dambkowski reported disposing of Apogee Therapeutics common stock and stock options in early September 2026, largely in exchange for cash pursuant to an Agreement and Plan of Merger with AbbVie Inc.–related entities, plus a separate sale of 1,375 shares.

How many APGE common shares were exchanged in the merger by the CMO?

The filing states that 167,123 shares of Apogee Therapeutics common stock held by the Chief Medical Officer were disposed of pursuant to the Agreement and Plan of Merger dated June 18, 2026, among Andor LLC, Andor Merger Co., Apogee Therapeutics, and AbbVie Inc.

What stock option awards of APGE were cashed out in the AbbVie merger?

Three vested option awards covering 110,665 shares at $22.86, 124,962 shares at $49.07, and 83,690 shares at $75.78 were disposed of in the merger in exchange for cash equal to the excess of the $135.11 per share merger consideration over each option’s exercise price.

What was the per share merger consideration for APGE in the AbbVie transaction?

Each reported stock option was converted into a cash payment based on per share merger consideration of $135.11, with the cash amount equal to $135.11 minus the option’s per share exercise price, multiplied by the number of option shares covered.

Were any APGE shares sold outside the merger by the CMO in this filing?

Yes. On September 2, 2026, the Chief Medical Officer disposed of 1,375 shares of Apogee Therapeutics common stock at a reported $135.06 per share. This sale is separate from the shares and options exchanged for cash in the merger transaction.

Were the APGE insider transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that the transactions were not made pursuant to a Rule 10b5-1 trading plan, so there is no representation that these dispositions followed a pre-arranged trading schedule under that rule.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Dambkowski Carl

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026
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 Stock09/02/2026D1,375D$135.06167,123D
Common Stock09/03/2026D167,123(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)$22.8609/03/2026D110,665 (2)(3)12/18/2033Common Stock110,665(3)0D
Stock Option (Right to Buy)$49.0709/03/2026D124,962 (2)(3)12/09/2034Common Stock124,962(3)0D
Stock Option (Right to Buy)$75.7809/03/2026D83,690 (2)(3)01/02/2036Common Stock83,690(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 Carl Dambkowski09/03/2026
** 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)