Apogee director cashes out 34,824 shares in merger

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) director William A. Jones Jr. reported the disposition of company equity in connection with a merger under an Agreement and Plan of Merger among Andor LLC, Andor Merger Co., Apogee Therapeutics, Inc. and AbbVie Inc. on September 3, 2026.

Jones disposed of 34,824 shares of common stock and three blocks of vested stock options covering 10,370, 14,461 and 7,657 shares. Each option was cashed out for the cash value of the per share merger consideration of $135.11 minus its exercise price, and Jones reported holding no shares of common stock directly after the transactions. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 67,312 shares

Disposition 4 txns

Insider JONES WILLIAM A JR

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy) F3, F2	10,370	--	--
Disposition	Stock Option (Right to Buy) F3, F2	14,461	--	--
Disposition	Stock Option (Right to Buy) F3, F2	7,657	--	--
Disposition	Common Stock F1	34,824	--	--

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.

Key Figures

Common stock shares disposed: 34,824 shares Stock option shares disposed (grant 1): 10,370 option shares Exercise price (grant 1): $43.85 per share +5 more

8 metrics

Common stock shares disposed 34,824 shares Shares of Apogee Therapeutics common stock disposed of on September 3, 2026 under the merger agreement

Stock option shares disposed (grant 1) 10,370 option shares Vested stock options with a June 5, 2034 expiration, disposed of on September 3, 2026

Exercise price (grant 1) $43.85 per share Exercise price of the disposed vested stock options expiring June 5, 2034

Stock option shares disposed (grant 2) 14,461 option shares Vested stock options with a June 17, 2035 expiration, disposed of on September 3, 2026

Exercise price (grant 2) $41.66 per share Exercise price of the disposed vested stock options expiring June 17, 2035

Stock option shares disposed (grant 3) 7,657 option shares Vested stock options with a June 9, 2036 expiration, disposed of on September 3, 2026

Exercise price (grant 3) $85.00 per share Exercise price of the disposed vested stock options expiring June 9, 2036

Per share merger consideration $135.11 per share Cash merger consideration used to calculate payments for disposed stock options under the merger agreement

Key Terms

Agreement and Plan of Merger, per share merger consideration, exercise price

3 terms

Agreement and Plan of Merger regulatory

"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

"equal to the excess of the per share merger consideration of $135.11 over the exercise price"

exercise price financial

"of $135.11 over the exercise price of such option"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did APGE director William A. Jones Jr. report on this Form 4?

He reported disposing of 34,824 shares of Apogee Therapeutics common stock and three vested stock option grants covering 10,370, 14,461 and 7,657 shares, all in connection with a merger involving AbbVie Inc., with the equity exchanged for cash consideration.

How were APGE stock options treated in the AbbVie-related merger?

Each reported Apogee Therapeutics stock option was disposed of in exchange for a cash payment equal to the excess of the $135.11 per share merger consideration over the option’s exercise price, as provided in the Agreement and Plan of Merger.

What happened to the 34,824 common shares held by the APGE director?

The 34,824 shares of Apogee Therapeutics common stock were disposed of pursuant to the Agreement and Plan of Merger among Andor LLC, Andor Merger Co., Apogee Therapeutics, Inc. and AbbVie Inc., and were exchanged for cash merger consideration.

How many APGE shares and options did the director hold after these transactions?

After the reported transactions, William A. Jones Jr. reported holding 0 shares of Apogee Therapeutics common stock directly. The filing does not list remaining option positions in the derivative holdings summary.

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

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the transactions were made under a Rule 10b5-1 or other pre-arranged trading plan.

What are the exercise prices of the disposed APGE stock options?

The disposed stock options reported by the Apogee Therapeutics director had exercise prices of $43.85, $41.66 and $85.00 per share, with expiration dates in June 2034, June 2035 and June 2036, respectively.

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

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Available on EDGAR 09/03/2026 - 05:52 PM EDT Accepted by SEC EDGAR 09/03/2026 - 04:39 PM EDT Learn about SEC filing dates

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

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^*

JONES WILLIAM A JR

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2026		D		34,824(1)	D	(1)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$43.85	09/03/2026		D			10,370	(2)(3)	06/05/2034	Common Stock	10,370	(3)	0	D
Stock Option (Right to Buy)	$41.66	09/03/2026		D			14,461	(2)(3)	06/17/2035	Common Stock	14,461	(3)	0	D
Stock Option (Right to Buy)	$85	09/03/2026		D			7,657	(2)(3)	06/09/2036	Common Stock	7,657	(3)	0	D

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 William Jones	09/03/2026
	** 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)