Apogee Therapeutics, Inc.

Amendment No. 6 to Schedule 13D filed by Fairmount Funds Management LLC reporting beneficial ownership of Apogee Therapeutics, Inc. representing a 4% stake (7 shares), with investment intent. This SC 13D/A filing dated 2026-06-23 updates the holder's position and disclosed intentions.

Apogee Therapeutics, Inc. entered into an Agreement and Plan of Merger on June 18, 2026 with AbbVie Inc. (via subsidiaries Andor LLC and Andor Merger Co.), under which AbbVie will acquire Apogee in an all-cash transaction at $135.11 per share. All outstanding in-the-money stock options will be cancelled and converted to cash equal to the spread versus the merger consideration. The 8-K also covers annual meeting voting results and Reg FD disclosure of the deal investor presentation. A transformative, highly material all-cash buyout of a clinical-stage immunology biotech by a large-cap pharma at a substantial per-share premium.

Apogee Therapeutics entered into an antibody discovery agreement and a concurrent license agreement with Paragon Therapeutics on June 17, 2026 for the generation and characterization of monospecific antibody candidates targeting interleukin 31 receptor (IL-31R). Paragon will be compensated through research fees and CRO reimbursements; optional CMC Activities would trigger additional fees of $1.3M-$2.0M depending on scope. Either party may terminate on specified notice. This IL-31R agreement was signed one day before the AbbVie merger announcement, making it an incremental pipeline investment now incorporated into the AbbVie deal.

Apogee Therapeutics, Inc. held its 2026 Annual Meeting on June 9, 2026, with 61,853,254 shares entitled to vote. Shareholders elected Class III directors Mark C. McKenna, Jennifer Fox, and William (BJ) Jones Jr. to serve until 2029; ratified Ernst & Young LLP as auditor (56.96M for, 1,361 against); and approved Say-on-Pay. Jones drew the most opposition (10.2M withheld), though all proposals passed. Standard annual governance filing with no consequential changes.

APGE (APGE) disclosed a material definitive agreement under Item 1.01, reporting a merger or acquisition transaction involving growth company as defined in Rule. The deal is valued at approximately $100.0 million. Details of the transaction terms, consideration structure, and closing conditions are set forth in the full 8-K filing. Definitive merger agreements are among the most material events a public company can disclose, triggering regulatory review and shareholder vote requirements.

APGE (APGE) disclosed its addition to Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 under 8-K Item 8.01 (other events). Index inclusions are significant because they trigger automatic buying from passive index funds and ETFs that track the benchmark, often resulting in increased share price and trading volume. Index providers typically announce additions in advance of the effective rebalancing date, giving institutions time to adjust their holdings. The event increases APGE's institutional ownership base and enhances its market visibility and liquidity profile.

Apogee Therapeutics, Inc. (APGE) filed an 8-K under Item 5.02 disclosing a change in its executive leadership or board composition. The filing reports both a departure and an appointment in Chief Executive Officer. Individuals named in the filing include Apogee Therapeutics, Its Charter. Leadership changes at the C-suite and board level are material events requiring 8-K disclosure within four business days, as they can affect company strategy, investor confidence, and operational continuity.