Apogee Therapeutics Inc.

09/03/2026 | Press release | Distributed by Public on 09/03/2026 14:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
McKenna Mark C.
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)
(Last) (First) (Middle)
C/O APOGEE THERAPEUTICS, INC., 1 LETTERMAN DRIVE, BUILDING B
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026
(Street)
SAN FRANCISCO, CA 94129
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 20,000(1) D (1) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $23.60 09/03/2026 D 150,000 (2)(3) 08/17/2033 Common Stock 150,000 (3) 0 D
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McKenna Mark C.
C/O APOGEE THERAPEUTICS, INC.
1 LETTERMAN DRIVE, BUILDING B
SAN FRANCISCO, CA 94129
X

Signatures

/s/ Matthew Batters, as attorney-in-fact for Mark McKenna 09/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Apogee Therapeutics Inc. published this content on September 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 03, 2026 at 20:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]