Apogee merger pays $135.11 per share in cash

Fairmount-affiliated holders report 0% ownership of Apogee Therapeutics after its cash merger into an AbbVie subsidiary at $135.11 per share.

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) reports in this Schedule 13D/A (Amendment No. 7) that its previously announced merger with Andor LLC, a wholly owned subsidiary of AbbVie Inc., was consummated on September 3, 2026. Andor Merger Co. merged with and into Apogee, with Apogee surviving as a wholly owned subsidiary of Andor LLC.

At the effective time, each share of Apogee common and non-voting common stock held by the reporting persons was cancelled and converted into the right to receive $135.11 per share in cash, and each stock option they held was cancelled for a cash amount equal to the excess of this merger consideration over the option exercise price. As a result, Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Peter Evan Harwin and Tomas Kiselak now report 0 shares beneficially owned, representing 0.0% of the class, and a prior Voting Agreement relating to the securities automatically terminated.

Filing Explained

The completed merger also ended the board’s pre-closing composition: all directors resigned, while a prior 42,208-option exercise carried a Fairmount cash-or-stock turnover obligation.

At the completed merger’s effective time, all Apogee directors, including Tomas Kiselak, resigned, recording a completed change in the company’s board.

The filing also reports that Peter Harwin exercised 42,208 vested director stock options on August 7; under his arrangement, any net cash or stock received had to be turned over to the Adviser for Fairmount Funds.

Key Figures

Merger Consideration per Share: $135.11 per share Beneficial Ownership After Merger: 0 shares Percent of Class Owned After Merger: 0.0% +3 more

6 metrics

Merger Consideration per Share $135.11 per share Cash paid for each share of common and non-voting common stock at the merger effective time

Beneficial Ownership After Merger 0 shares Aggregate amount beneficially owned by each reporting person after consummation of the merger

Percent of Class Owned After Merger 0.0% Percent of Apogee common stock reported by each Fairmount-related reporting person following the merger

Date Merger Consummated September 3, 2026 Effective date on which Andor Merger Co. merged with and into Apogee Therapeutics

Date 5% Ownership Ceased September 3, 2026 Date on which the reporting persons ceased to beneficially own more than 5% of Apogee common stock

Options Exercised by Peter Harwin 42,208 options / 42,208 shares Vested director’s stock options exercised for common shares on August 7, 2026

Key Terms

Agreement and Plan of Merger, Merger Consideration, Non-Voting Common Stock, Voting Agreement, +1 more

5 terms

Agreement and Plan of Merger regulatory

"the merger contemplated by the Agreement and Plan of Merger (the "Merger Agreement")"

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.

Merger Consideration financial

"was cancelled and converted into the right to receive $135.11 per share in cash (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Non-Voting Common Stock financial

"each share of Common Stock and Non-Voting Common Stock owned by the Reporting Persons"

A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.

Voting Agreement regulatory

"Upon the consummation of the Merger, the Voting Agreement automatically terminated"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

wholly-owned subsidiary financial

"Andor LLC ("Parent"), a Delaware limited liability company and a wholly owned subsidiary of AbbVie Inc."

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

FAQ

What does this Schedule 13D/A Amendment No. 7 disclose about Apogee Therapeutics (APGE)?

It discloses that the merger of Apogee Therapeutics into Andor LLC, a wholly owned AbbVie subsidiary, was consummated on September 3, 2026, and that the reporting persons’ Apogee common and non-voting common shares were cashed out for $135.11 per share, leaving them with no beneficial ownership.

What cash consideration did Apogee Therapeutics (APGE) shareholders receive in the merger?

Each share of Apogee common stock and non-voting common stock held by the reporting persons was converted into the right to receive $135.11 per share in cash, without interest, as the merger consideration under the Agreement and Plan of Merger.

Do the Fairmount reporting persons still own any Apogee Therapeutics (APGE) shares?

No. Following the merger, Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Peter Evan Harwin and Tomas Kiselak report an aggregate beneficial ownership of 0 shares, representing 0.0% of Apogee’s common stock and no voting or dispositive power over any shares.

When did the Fairmount group cease to own more than 5% of Apogee Therapeutics (APGE)?

The reporting persons state that they ceased to beneficially own greater than 5% of Apogee’s common stock on September 3, 2026, the date on which the merger transaction was consummated.

How were Apogee Therapeutics (APGE) stock options held by the reporting persons treated in the merger?

Each stock option held by the reporting persons immediately before the effective time was canceled and converted into the right to receive cash equal to the excess of $135.11 over the option’s exercise price per underlying share, if any such excess existed.

What additional transaction involving Apogee Therapeutics (APGE) shares is described for August 7, 2026?

On August 7, 2026, Peter Evan Harwin exercised 42,208 vested director’s stock options for 42,208 shares of common stock, with arrangements requiring any net cash or stock received to be turned over to Fairmount Funds Management LLC for the benefit of Fairmount investment funds.

What happened to the Voting Agreement related to Apogee Therapeutics (APGE) securities?

The filing states that, upon consummation of the merger, the Voting Agreement automatically terminated pursuant to its terms and is of no further force or effect with respect to Apogee’s securities.

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

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Available on EDGAR 09/03/2026 - 05:36 PM Accepted by SEC EDGAR 09/03/2026 - 05:31 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Apogee Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

03770N101

(CUSIP Number)

Ms. Erin O'Connor
Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400
West Conshohocken, PA, 19428
(267) 262-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 03770N101

1

Name of reporting person

Fairmount Funds Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 03770N101

1

Name of reporting person

Fairmount Healthcare Fund II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 03770N101

1

Name of reporting person

Peter Evan Harwin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 03770N101

1

Name of reporting person

Tomas Kiselak

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SLOVAKIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value
(b)	Name of Issuer: Apogee Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 221 Crescent Street, Building 17, Suite 102b, Waltham, MASSACHUSETTS , 02453.
Item 1 Comment: This Amendment No. 7 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on July 21, 2023, Amendment No. 1 filed on January 31, 2024, Amendment No. 2 filed on April 1, 2024, Amendment No. 3 filed on October 14, 2025, Amendment No. 4 filed on January 22, 2026, Amendment No. 5 filed on March 27, 2026, and Amendment No. 6 filed on June 23, 2026 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the Common Stock of the Company. Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Consummation of Merger On September 3, 2026, the merger (the "Merger") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated June 18, 2026, among Andor LLC ("Parent"), a Delaware limited liability company and a wholly owned subsidiary of AbbVie Inc. ("Guarantor"), Andor Merger Co. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Parent, the Company and Guarantor (solely for limited purposes), was consummated. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock and Non-Voting Common Stock owned by the Reporting Persons immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $135.11 per share in cash, without interest (the "Merger Consideration"). Each stock option owned by the Reporting Persons (whether vested or unvested) immediately prior to the Effective Time was canceled and converted into the right to receive the excess of the Merger Consideration over the exercise price payable per share under such stock option. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Company. In addition, immediately prior to the Effective Time, each of the Company's directors, including Mr. Kiselak, resigned from, and ceased serving on, the Company's board of directors.
Item 5.	Interest in Securities of the Issuer
(a)	The information in rows 11 and 13 of each of the cover pages of this Amendment No. 7 is incorporated by reference herein.
(b)	The information in rows 7 through 10 of each of the cover pages of this Amendment No. 7 is incorporated by reference herein.
(c)	On August 7, 2026, Mr. Harwin exercised 42,208 vested director's stock options for 42,208 shares of Common Stock. 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. In addition, the information in Item 4 above relating to the Reporting Persons' disposition of Common Stock, Non-Voting Common Stock and options in the Merger is incorporated by reference herein. Under Mr. Kiselak's arrangement with the Adviser, Mr. Kiselak held the options reported herein for one or more Fairmount Funds. Mr. Kiselak was obligated to turn over to the Adviser any net cash or stock received from the options for the benefit of such Fairmount Fund.
(e)	The Reporting Persons ceased to beneficially own greater than 5% of the Common Stock on September 3, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Upon the consummation of the Merger, the Voting Agreement automatically terminated pursuant to its terms and is of no further force or effect.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC on October 14, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fairmount Funds Management LLC

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	09/03/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	09/03/2026

Fairmount Healthcare Fund II L.P.

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	09/03/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	09/03/2026

Peter Evan Harwin

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin
Date:	09/03/2026

Tomas Kiselak

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak
Date:	09/03/2026