Apogee (APGE) CEO Michael Henderson Sells Shares

What Happened
Michael T. Henderson, CEO of Apogee Therapeutics, disposed of a total of 1,918,005 securities on 2026-09-03 as part of the company’s merger with AbbVie. The Form 4 shows four dispositions: 920,941 common shares and three derivative dispositions (387,012; 357,036; 253,016) tied to options. The merger consideration was $135.11 per share; applying that price to all reported shares yields about $259.1M in aggregate merger consideration. Note: the cash paid for option-based (derivative) items equals the excess of $135.11 over each option’s exercise price, so option-related cash proceeds are net of exercise prices and the Form 4 lists per-share price as N/A.

Key Details

• Transaction date: 2026-09-03; Form 4 filed same day (no late filing indicated).
• Reported dispositions:
  • 920,941 common shares disposed (pursuant to Merger Agreement)
  • 387,012 option-related shares (derivative disposition)
  • 357,036 option-related shares (derivative disposition)
  • 253,016 option-related shares (derivative disposition)
• Merger per-share consideration: $135.11 (per Merger Agreement footnotes).
• Shares owned after transaction: not disclosed in the provided Form 4 data.
• Footnotes summary:
  • F1: Dispositions were pursuant to the Agreement and Plan of Merger with AbbVie.
  • F2: Reported options were vested as of (or became vested in connection with) the merger.
  • F3: Each option was cashed out for a payment equal to (merger price $135.11 − option exercise price).
• Transaction code: D = Disposition to issuer. Some dispositions are derivative (options), meaning they were settled for cash rather than converted into shares.

Context
These transactions are part of a change-of-control merger settlement (common in acquisitions) rather than open-market sales; option holdings were cashed out per the merger terms. For retail investors, purchases generally signal positive insider sentiment, while dispositions in an agreed merger are often routine and reflect deal terms rather than a standalone sell signal.