Welcome to our dedicated page for Apogee Therapeutics SEC filings (Ticker: APGE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Apogee Therapeutics, Inc. filings document a clinical-stage biotechnology issuer focused on antibody programs for inflammatory and immunology indications. The company’s Form 8-K disclosures cover operating results, Regulation FD clinical-data presentations for zumilokibart (APG777), APG279 and APG333 development activity, and material agreements related to public common-stock offerings.
Proxy materials cover annual meeting matters, director elections, board composition, executive compensation, equity awards and shareholder voting. The filings also identify APGE common stock on The Nasdaq Global Market and provide recurring capital-structure, governance, clinical or regulatory, and financial disclosures tied to the company’s research and development model.
Apogee Therapeutics is set to be acquired in an all-cash merger. An investor group led by Fairmount Funds reports beneficial ownership of up to 6,808,789 Apogee common shares, or 9.99% of the company, through common, non-voting common, and vested options.
Apogee agreed to merge with Andor Merger Co., a subsidiary of Andor LLC and ultimately AbbVie Inc. At closing, each Apogee common share will be converted into the right to receive $135.11 in cash, excluding certain shares. Fairmount Healthcare Fund II entered a Voting Agreement committing its shares to support the merger and related proposals and to oppose competing transactions, subject to specified conditions.
The group collectively has voting and dispositive power over 6,790,369 common shares, and Fund II holds 6,743,321 non-voting shares subject to a 9.99% beneficial ownership cap. The amendment also notes director Peter Harwin’s resignation from Apogee’s board, stated as not arising from any disagreement with the company.
APGE Form 144 filing lists proposed and recent insider sales of common stock. The filing shows an issuer-held RSA of 15,400 shares dated 12/14/2022 and three 10b5-1 sales executed on 04/01/2026, 05/06/2026 and 06/03/2026, each for 5,500 shares with the proceeds reported for each sale. The filing records the brokerage/agent as Morgan Stanley Smith Barney LLC Executive Financial Services.
Michael Henderson provides notice of proposed sales of Common Stock of The Charles Schwab Corporation under a Form 144 filing. The notice lists 80,000 shares of Common stock associated with vesting RSUs dated 05/02/2023. The filing also reports three recent dispositions of 20,000 shares each on 04/08/2026, 05/13/2026, and 06/10/2026, with gross proceeds of $1,651,600.00, $1,641,696.00, and $1,667,586.00, respectively.
Apogee Therapeutics agreed to be acquired by AbbVie in an all-cash deal. AbbVie will buy all outstanding Apogee shares for $135.11 per share, valuing Apogee at about $10.9 billion, with Apogee becoming a wholly owned AbbVie subsidiary.
The merger, executed via AbbVie subsidiaries Andor LLC and Andor Merger Co., is unanimously approved by both boards and expected to close in the third quarter of 2026, subject to Apogee stockholder and regulatory approvals and the absence of legal blocks. The transaction has no financing condition, and AbbVie guarantees its subsidiaries’ obligations.
The merger agreement includes reciprocal termination fees of $381,273,716 in specified circumstances, including failed regulatory approvals or Apogee accepting a superior offer. Key Apogee holders have signed a voting agreement to support the deal. AbbVie highlights Apogee’s immunology pipeline, led by zumilokibart (APG777) for atopic dermatitis and asthma and the APG273 combination program, as strategic drivers of the acquisition.
Apogee Therapeutics, Inc. entered into two agreements with Paragon Therapeutics focused on discovering and developing antibodies targeting the IL-31 receptor (IL-31R). Under an antibody discovery agreement, Paragon will generate and characterize monospecific IL-31R antibody candidates, with Apogee paying research fees and reimbursing certain outsourced costs. Optional CMC activities would trigger additional fees between $1.3 million and $2.0 million, depending on scope.
Through a separate IL-31R license agreement, Apogee received an exclusive, worldwide, royalty-bearing, sublicensable license to IL-31R-directed antibodies discovered under the discovery agreement, while Paragon retained non-exclusive rights for multispecific antibodies. Apogee may owe up to $23.25 million in development, clinical and regulatory milestones for the first qualifying product, including $5.25 million upon first dosing in a Phase I human trial, plus low-single digit royalties on net sales during a defined royalty term. Both agreements include standard termination rights for convenience, breach and insolvency.
Apogee Therapeutics, Inc. Chief Executive Officer Michael Thomas Henderson reported multiple open-market sales of common stock. On June 10, 2026, he sold a total of 20,000 shares of Apogee common stock in several transactions under a previously adopted Rule 10b5-1 trading plan dated August 13, 2025. Reported sale prices for these trades include individual weighted-average prices such as $82.78 and $86.89 per share, with underlying trade ranges detailed in the footnotes. Following these sales, Henderson continued to directly own 1,095,987 shares of Apogee common stock.
Apogee Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected three Class III directors — Mark C. McKenna, Jennifer Fox, and William (BJ) Jones, Jr. — to serve until the 2029 Annual Meeting.
Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. There were 61,853,254 shares of voting common stock entitled to vote as of the April 15, 2026 record date.
Apogee Therapeutics, Inc. reported a routine equity compensation grant linked to director Tomas Kiselak and Fairmount Funds Management LLC. A stock option was awarded representing the right to buy 7,657 shares of common stock at an exercise price of $85.00 per share.
The option vests on the one-year anniversary of the grant date, conditioned on Mr. Kiselak’s continued service. According to the footnotes, he holds the option for one or more investment vehicles managed by Fairmount, must deliver any net cash or stock to Fairmount, and therefore disclaims beneficial ownership, while Fairmount also disclaims beneficial ownership except to the extent of its pecuniary interest.
Apogee Therapeutics director Nimish P. Shah reported a grant of stock options covering 7,657 shares of common stock, with an exercise price of 85.00 and expiration on 2036-06-09. The options vest on the one-year anniversary of the 2026-06-09 grant date.
Under an agreement, the option and underlying shares are held for the sole benefit of Venrock Management, LLC, which directs any exercise and is entitled to the shares. Shah may be deemed an indirect beneficial owner only to the extent of his pecuniary interest.
Apogee Therapeutics director Mark C. McKenna received a grant of stock options covering 7,657 shares of common stock at an exercise price of $85.00 per share. The options vest on the one-year anniversary of the June 9, 2026 grant date, contingent on his continued service, and expire on June 9, 2036.