Apogee (APGE) Director Nimish Shah Sells Shares in Merger

What Happened
Nimish P. Shah, a director of Apogee Therapeutics (APGE), reported multiple dispositions to the issuer on 2026-09-03 tied to AbbVie Inc.’s acquisition of Apogee. The filing shows: 1,750,000 common shares sold at $135.11 each for $236,442,500, and 6,743,321 derivative securities cashed at $135.11 each for $911,090,100. Several additional derivative holdings (totaling 446,099 instruments) were also disposed and reported with N/A price/value lines; footnotes explain these were non‑voting common stock, options and warrants that were cashed out in the merger.

Key Details

• Transaction date: 2026-09-03 (filed same day). Transaction code: D (Disposition to issuer).
• Reported per‑share merger consideration: $135.11. Two primary reported cash amounts total $1,147,532,600 ($1.15B).
• Additional derivative disposals (47,758; 10,370; 14,461; 7,657; 365,853) are listed with N/A price/value but are described in footnotes as non‑voting common stock, options or warrants disposed in the Merger.
• Footnotes: many securities were held by Venrock funds (VHCP III, VHCP Co‑III, VHCP EG, VOF); Shah is a voting member/manager of some related entities and disclaims direct beneficial ownership except for any indirect pecuniary interest.
• Warrant/option treatment: reported options/warrants were vested/exercisable and were cashed out in the Merger for the excess of $135.11 over their exercise price (warrants had $0.00001 exercise price).
• Shares owned after the transaction are not specified in the filing.

Context
These were deal-related, institutional/venture capital and derivative cash‑outs tied to the AbbVie merger — not open‑market sales by an individual executive. For derivatives: the filing reflects cash payments in exchange for options/warrants (i.e., they were cashed out rather than newly issued shares being sold on the market). The filing appears timely (same-day report).