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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Shah Nimish P 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 VENROCK, 7 BRYANT PARK, 23RD FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 10/10/2025 (Street) NEW YORK, NY 10018 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

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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

Pre-Funded Warrants (Right to Buy)

(1)

10/10/2025

P

365,853

(2)

(2)

Common Stock

365,853

$40.9999

365,853

I

See footnotes(3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shah Nimish P C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018	X

Signatures

Nimish Shah, By: /s/ Sherman G. Souther, Attorney-infact		10/15/2025
**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 exercise price is $0.00001 per share.
(2)	The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, Venrock Opportunities Fund, L.P. ("VOF") shall not be entitled to exercise the Pre-Funded Warrants to the extent that such exercise would cause the aggregate number of shares of Common Stock beneficially owned by VOF, its affiliates and any persons whose ownership would be aggregated with VOF's for purposes of Section 13(d) of the Securities Exchange Act to exceed 4.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
(3)	Securities are held directly by 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.

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