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Apogee Therapeutics (APGE): Fairmount-linked funds exercise 42,208 options

(High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. reported option exercises and related share movements involving Fairmount-affiliated entities. On 2026-08-07, options to acquire 31,838 and 10,370 shares of common stock were exercised at strike prices of $17.00 and $43.85 per share, respectively. The resulting common shares are held indirectly through Fairmount Healthcare Fund II L.P., with 51,166 shares reported as indirectly held for each of Tomas Kiselak and Peter Harwin, who, along with Fairmount, disclaim beneficial ownership except to the extent of their pecuniary interest.

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Insider Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Kiselak Tomas, Harwin Peter Evan
Role Director | Director | Director | Director
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F2, F3 31,838 $0.00 $0.00
Exercise Stock Option (Right to Buy) F4, F3 10,370 $0.00 $0.00
Exercise Common Stock F1 31,838 $17.00 $541K
Exercise Common Stock F1 10,370 $43.85 $455K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 340,855 shares (Indirect, By Fairmount Healthcare Fund II LP); Common Stock — 51,166 shares (Indirect, By Tomas Kiselak); Common Stock — 51,166 shares (Indirect, By Peter Harwin)
Footnotes (4)
  1. F1. 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. F2. This option represented the vested portion of the total right to purchase 47,758 shares of the Issuer's common stock, which vested in three approximately equal annual installments beginning on the first anniversary of the 7/13/2023 grant date.
  3. F3. Under Mr. Harwin's arrangement with Fairmount Funds Management LLC (the "Adviser"), Mr. Harwin held the options reported herein for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). Mr. Harwin was obligated to turn over to the Adviser any net cash or stock received from the options for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaimed beneficial ownership of the option and underlying common stock.
  4. F4. This option represented the right to purchase 10,370 shares of the Issuer's common stock, which vested on the one-year anniversary of the 6/5/2024 grant date.
Options Exercised at $17.00 31,838 shares Stock options exercised on 2026-08-07 at $17.00 per share
Options Exercised at $43.85 10,370 shares Stock options exercised on 2026-08-07 at $43.85 per share
Total Options Exercised 42,208 shares Aggregate derivative exercises (code M) reported for 2026-08-07
Indirect Holdings per Individual 51,166 shares Common stock indirectly held for each of Tomas Kiselak and Peter Harwin
Option Expiration 1 07/13/2033 Expiration date of option originally for 47,758 shares, 31,838 exercised
Option Expiration 2 06/05/2034 Expiration date of option for 10,370 shares, fully vested and exercised
Stock Option (Right to Buy) financial
"security_title: Stock Option (Right to Buy)"
beneficial ownership financial
"disclaim beneficial ownership of any of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of their pecuniary interest therein"
director by deputization regulatory
"may each be deemed a director by deputization of the Issuer"

FAQ

How many Apogee (APGE) options were exercised and at what prices?

Two option blocks were exercised: 31,838 shares at a strike price of $17.00 and 10,370 shares at $43.85 per share. These exercises converted stock options into common shares held indirectly via Fairmount Healthcare Fund II L.P.

What are the reported indirect holdings after these APGE transactions?

Following the reported transactions, 51,166 Apogee common shares are shown as indirectly held for Tomas Kiselak and 51,166 shares for Peter Harwin. The footnotes state that Fairmount, Harwin, and Kiselak disclaim beneficial ownership except for any pecuniary interest.

Were the Apogee (APGE) option exercises under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox was not marked, and no footnote describes a trading plan. The transactions are therefore reported without being identified as executed under a pre-arranged Rule 10b5-1 trading plan.

Who is attributed with these APGE transactions in the Form 4?

The transactions involve Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Peter Harwin, and Tomas Kiselak. Footnotes explain that options were held for Fairmount-managed funds and that the individuals and Fairmount disclaim beneficial ownership beyond their pecuniary interest.

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

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Learn about SEC filing dates
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
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 PENNSYLVANIA 19428

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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 Stock08/07/2026M31,838A$17330,485IBy Fairmount Healthcare Fund II LP(1)
Common Stock08/07/2026M10,370A$43.85340,855IBy Fairmount Healthcare Fund II LP(1)
Common Stock51,166IBy Tomas Kiselak
Common Stock51,166IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$1708/07/2026M31,838 (2)07/13/2033Common Stock31,838$00D(3)
Stock Option (Right to Buy)$43.8508/07/2026M10,370 (4)06/05/2034Common Stock10,370$00D(3)
1. Name and Address of Reporting Person*
Fairmount Funds Management LLC

(Last)(First)(Middle)
200 BARR HARBOR DRIVE
SUITE 400

(Street)
WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% 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 PENNSYLVANIA 19428

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% 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 PENNSYLVANIA 19428

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% 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 PENNSYLVANIA 19428

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% 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. This option represented the vested portion of the total right to purchase 47,758 shares of the Issuer's common stock, which vested in three approximately equal annual installments beginning on the first anniversary of the 7/13/2023 grant date.
3. Under Mr. Harwin's arrangement with Fairmount Funds Management LLC (the "Adviser"), Mr. Harwin held the options reported herein for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). Mr. Harwin was obligated to turn over to the Adviser any net cash or stock received from the options for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaimed beneficial ownership of the option and underlying common stock.
4. This option represented the right to purchase 10,370 shares of the Issuer's common stock, which vested on the one-year anniversary of the 6/5/2024 grant date.
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 Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount.
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC08/11/2026
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP08/11/2026
/s/ Tomas Kiselak08/11/2026
/s/ Peter Harwin08/11/2026
** 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)