Apogee Therapeutics (APGE) CFO Jane Henderson Sells Shares in Merger

What Happened Jane Henderson, Chief Financial Officer of Apogee Therapeutics, disposed of a total of 542,368 securities on 2026-09-03 in connection with the Agreement and Plan of Merger (the “Merger Agreement”). The Form 4 shows (1) 158,371 shares of common stock surrendered to the issuer and (2) three derivative-related dispositions of 175,345, 124,962 and 83,690 units (reported as derivative dispositions). The announced per-share merger consideration is $135.11; multiplying that price by the total 542,368 units yields an approximate gross figure of $73.3 million, though cash received for option dispositions equals the spread (merger price minus each option’s exercise price), not the full $135.11 per share.

Key Details

• Transaction date: 2026-09-03 (reported same day).
• Reported items: 158,371 common shares + 175,345 / 124,962 / 83,690 derivative dispositions = 542,368 total.
• Price on Form 4: N/A (dispositions to issuer under the Merger Agreement); disclosed merger consideration = $135.11 per share.
• Shares owned after the transaction: not provided in the excerpt of the filing.
• Notable footnotes:
  • F1: Dispositions were made pursuant to the Merger Agreement among Andor LLC, Andor Merger Co., Apogee and AbbVie.
  • F2: The reported options were vested as of the Merger date or became fully vested in connection with the Merger.
  • F3: Each reported option was cashed out per the Merger Agreement for an amount equal to (merger consideration $135.11 − option exercise price).
• Filing timeliness: Reported for the same period/date; no late filing flag shown.

Context

• These were merger-related dispositions to the issuer, not open-market sales. For option-related items, this was effectively a cash-out: options were exchanged for cash equal to the spread, rather than exercised to leave shares outstanding.
• Such filings often reflect deal mechanics (surrenders and option cash-outs) rather than voluntary trading decisions by the insider.