SEC Form 4 · accession 0001140361-26-035608

Apogee Therapeutics, Inc. · APGE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nimish P Shah

Director

Period of report

Sep 3, 2026

Accepted (ET)

Sep 3, 2026 · 4:39 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001974640

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Sep 3, 2026	D	1,750,000	$135.11	D	0	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Voting Common Stock^F2,F3,F4	$0.00	Sep 3, 2026	D	6,743,321	D	—	—	Common Stock	6,743,321	I
Stock Option (Right to Buy)^F6,F7,F5	$17.00	Sep 3, 2026	D	47,758	D	—	Jul 13, 2033	Common Stock	47,758	D
Stock Option (Right to Buy)^F6,F7,F5	$43.85	Sep 3, 2026	D	10,370	D	—	Jun 5, 2034	Common Stock	10,370	D
Stock Option (Right to Buy)^F6,F7,F5	$41.66	Sep 3, 2026	D	14,461	D	—	Jun 17, 2035	Common Stock	14,461	D
Stock Option (Right to Buy)^F6,F7,F5	$85.00	Sep 3, 2026	D	7,657	D	—	Jun 9, 2036	Common Stock	7,657	D
Pre-Funded Warrants (Right to Buy)^F6,F10,F8,F9	—	Sep 3, 2026	D	365,853	D	—	—	Common Stock	365,853	I

Explanation of responses

F1The reported securities, which were disposed of in connection with the acquisition of the Issuer by AbbVie Inc. (the "Merger"), represent (i) 460,075 shares of the Issuer's common stock ("Common Stock") held by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (ii) 46,025 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP Co-III") and (iii) 1,243,900 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
F10The reported warrants are held directly by Venrock Opportunities Fund, L.P. ("VOF"). Venrock Opportunities Management, LLC ("VO Management") is the general partner of VOF. The Reporting Person is a voting member of VO Management and expressly disclaims beneficial ownership over all shares held by VOF except to the extent of his indirect pecuniary interests therein.
F2VHCP Management III, LLC ("VHCPM III") is the sole general partner of VHCP III and the sole manager of VHCP Co-III. VHCP Management EG, LLC ("VHCPM EG") is the sole general partner of VHCP EG. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM III and VHCPM EG. Dr. Koh, Mr. Shah, VHCPM III and VHCPM EG disclaim beneficial ownership over all shares held by VHCP III, VHCP Co-III, and VHCP EG, except to the extent of their respective indirect pecuniary interests therein.
F3The Non-Voting Common Stock was convertible at any time and had no expiration date.
F4The reported securities, which were disposed of in connection with the Merger, represent (i) 2,495,319 shares of Non-Voting Common Stock held directly by VHCP III, (ii) 249,522 shares of Non-Voting Common Stock held directly by VHCP Co-III and (iii) 3,998,480 shares of Non-Voting Common Stock held directly by VHCP EG.
F5The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger.
F6Each reported option and warrant was disposed of in connection with the Merger in exchange for a cash payment equal to the excess of $135.11 (the per share merger consideration) over the exercise price of such option or warrant.
F7Under an agreement between the Reporting Person and Venrock Management, LLC (the "Management Company"), the Reporting Person is deemed to hold the reported option and the shares underlying the option for the sole benefit of the Management Company. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
F8The exercise price of each reported warrant is $0.00001 per share.
F9The reported warrants had no expiration date and were exercisable immediately upon grant.