Apogee (APGE) CMO Carl Dambkowski Sells Shares in Merger

What Happened

• Carl Dambkowski, Chief Medical Officer of Apogee Therapeutics (APGE), disposed of a total of about 487,815 common-share equivalents in connection with the company’s merger agreement with AbbVie/Andor. Transactions recorded: 1,375 shares sold at $135.06 for $185,708 (reported value); the remaining 486,440 shares/options were cashed out pursuant to the Merger Agreement at the merger consideration (see footnotes).
• Several of the reported disposals were derivative instruments (options) that became vested in connection with the merger and were cashed out rather than converted into shares.

Key Details

• Transaction dates: primary activity on 2026-09-02 and 2026-09-03; Form 4 filed 2026-09-03 (timely).
• Reported items:
  • 2026-09-02: 1,375 shares disposed at $135.06 — proceeds $185,708.
  • 2026-09-03: 167,123 shares disposed (common stock) — consideration per Merger Agreement.
  • 2026-09-03: 110,665 option-based disposals (derivative).
  • 2026-09-03: 124,962 option-based disposals (derivative).
  • 2026-09-03: 83,690 option-based disposals (derivative).
• Shares owned after transaction: not specified in the filing.
• Notable footnotes:
  • F1: Shares were disposed pursuant to the Agreement and Plan of Merger dated June 18, 2026.
  • 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 disposed of for a cash payment equal to the excess of the $135.11 per-share merger consideration over the option exercise price (i.e., cash-out of the option spread).
• Filing timeliness: The Form 4 was filed the day after the primary transactions (filed 9/3/2026 for 9/2–9/3 activity), consistent with standard insider reporting deadlines.

Context

• These disposals were part of the merger consideration process, not typical open-market sales. For option-related items, the filing reflects a cash-out of the option value (the spread), which is effectively a cash settlement rather than exercising to retain shares.
• Such merger-driven dispositions are routine when companies are acquired and do not, by themselves, indicate executive sentiment about post-merger prospects.