Apogee director exits 34,824 shares in $135.11 deal

Director Jennifer A. Fox’s Apogee Therapeutics equity, including vested options, was cashed out at a $135.11 per share merger price under the AbbVie-related merger agreement.

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) reports that director Jennifer A. Fox disposed of her equity position in connection with a merger. On September 3, 2026, she transferred 34,824 shares of common stock to the company under an Agreement and Plan of Merger involving AbbVie Inc. and related entities, leaving her with no directly held common shares.

On the same date, three vested stock option awards covering 10,370 shares at an exercise price of $43.85, 14,461 shares at $41.66, and 7,657 shares at $85.00 were also disposed of to the issuer. Each option was cashed out for an amount equal to the $135.11 per share merger consideration minus the respective exercise price, consistent with the merger terms. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

Disposition: 67,312 shares

Disposition 4 txns

Insider Fox Jennifer A.

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 shares disposed: 34,824 shares Vested options disposed (grant 1): 10,370 underlying shares at $43.85 exercise price Vested options disposed (grant 2): 14,461 underlying shares at $41.66 exercise price +4 more

7 metrics

Common shares disposed 34,824 shares Common stock transferred to the issuer on September 3, 2026 in connection with the merger

Vested options disposed (grant 1) 10,370 underlying shares at $43.85 exercise price Stock option award canceled for cash on September 3, 2026

Vested options disposed (grant 2) 14,461 underlying shares at $41.66 exercise price Stock option award canceled for cash on September 3, 2026

Vested options disposed (grant 3) 7,657 underlying shares at $85.00 exercise price Stock option award canceled for cash on September 3, 2026

Per share merger consideration $135.11 per share Cash consideration used to value option cancellations under the merger agreement

Direct common holdings after transaction 0 shares Directly held Apogee Therapeutics common stock following the September 3, 2026 disposition

Merger agreement date June 18, 2026 Date of the Agreement and Plan of Merger referenced in the transactions

Key Terms

Agreement and Plan of Merger, per share merger consideration, vested

3 terms

Agreement and Plan of Merger regulatory

"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"

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

"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."

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 director Jennifer A. Fox report on September 3, 2026?

She reported disposing of 34,824 common shares of Apogee Therapeutics and three vested stock option grants covering 10,370, 14,461, and 7,657 underlying shares, all in connection with a merger transaction that paid cash for these securities.

How were Jennifer A. Fox’s APGE stock options treated in the merger?

Each vested stock option was canceled and exchanged for a cash payment equal to the $135.11 per share merger consideration minus the option’s exercise price, in line with the merger agreement’s terms.

What was the per share merger consideration disclosed for APGE in this Form 4?

The filing states that the per share merger consideration was $135.11. This amount was used to calculate the cash paid for each vested option, after subtracting the applicable exercise price for that option grant.

Did the APGE director retain any directly held common shares after the reported transactions?

No. After disposing of 34,824 common shares of Apogee Therapeutics in connection with the merger, the Form 4 shows 0 directly held common shares remaining for Jennifer A. Fox.

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

No. The Form 4 indicates that these transactions were not reported as being made under a Rule 10b5-1 trading plan; they occurred pursuant to the merger agreement’s terms.

What merger agreement is referenced in the APGE Form 4 filing?

The transactions are described as occurring under an Agreement and Plan of Merger dated June 18, 2026, among Andor LLC, Andor Merger Co., Apogee Therapeutics as the issuer, and AbbVie Inc..

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Available on EDGAR 09/03/2026 - 05:53 PM Accepted by SEC EDGAR 09/03/2026 - 04:39 PM 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
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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^*

Fox Jennifer A.

(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 Jennifer Fox	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)