UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION 8-K

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~ REPORT

~~FORM~~Pursuant ~~8-K~~ to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): November 10, 2025

~~Pursuant~~Apogee toTherapeutics, ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities Exchange~~as ~~Act~~Specified ofin ~~1934~~Its Charter)

Date of Report (Date of earliest event reported): October 8, 2025


Delaware	001-41740	93-4958665
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

221 Crescent St., Bldg 17, Suite 102b
Waltham, Massachusetts		02453
(Address of Principal Executive Offices)		(Zip Code)

~~Apogee Therapeutics~~Registrant’s Telephone Number, ~~Inc.~~Including Area Code: (650) 394-5230

(~~Exact~~Former Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its Charter)~~Since Last Report)

Delaware	001-41740	93-4958665
(State of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~221 Crescent~~☐Written ~~Street,~~communications ~~Building~~pursuant to Rule 425 under the Securities Act (17~~, Suite~~ ~~102b,~~CFR 230.425)

~~Waltham, MA,~~☐Soliciting ~~02453~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(~~Address~~b) ofunder ~~Principal Executive~~the ~~Offices,~~Exchange ~~including~~Act ~~Zip~~(17 ~~Code~~CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(~~650~~c) ~~394~~ under the Exchange Act (17 CFR 240.13e-~~5230~~4(c))

~~(Registrant’s~~Securities ~~telephone number,~~registered ~~including~~pursuant ~~area~~to ~~code~~Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	APGE	The Nasdaq Global Market

¨Indicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§ 230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

¨Emerging ~~Soliciting~~growth ~~material~~company ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~☐

¨If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~ ☐

¨Item Pre-commencement2.02 communicationsResults pursuantof toOperations Ruleand 13e-4(c)Financial under the Exchange Act (17 CFR 240Condition.13e-4(c))

~~Securities~~On ~~registered~~November ~~pursuant~~10, to2025, ~~Section 12~~Apogee Therapeutics, Inc. (bthe “Company”) ofissued a press release announcing its financial results for the ~~Act:~~quarter ended September 30, 2025 (the “Earnings Press Release”).

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		APGE		The Nasdaq Global Market

A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”) and is incorporated by reference herein. The exhibit furnished under Item 2.02 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), regardless of any general incorporation language in such filing.

IndicateItem by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§2307.40501 ofRegulation thisFD chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240Disclosure.12b-2 of this chapter).

~~Emerging~~On ~~growth~~November ~~company~~10, ¨2025, the Company issued a press release announcing positive interim Phase 1 results from the healthy volunteer trial of APG333 (the “Data Press Release”).

IfA ancopy ~~emerging~~of ~~growth~~the ~~company,~~Data ~~indicate~~Press Release is furnished as Exhibit 99.2 to this Form 8-K and is incorporated by ~~check mark~~reference ifherein. ~~the~~The ~~registrant~~exhibit ~~has~~furnished ~~elected~~under ~~not~~Item to7.01 ~~use~~of ~~the~~this ~~extended~~Form ~~transition~~8-K ~~period~~shall not be deemed to be “filed” for ~~complying~~purposes ~~with~~of ~~any~~Section ~~new~~18 orof ~~revised~~the ~~financial~~Exchange ~~accounting standards~~Act, ~~provided~~or ~~pursuant~~otherwise subject to ~~Section 13(a)~~ the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act. ¨or the Securities Act, regardless of any general incorporation language in such filing.

Item 19.01 ~~Entry~~Financial ~~into~~Statements aand ~~Material Definitive Agreement~~Exhibits.

~~On October 8, 2025, Apogee Therapeutics, Inc.~~ (~~the “Company”~~d) ~~entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC, BofA Securities, Inc~~Exhibits., ~~Guggenheim~~The ~~Securities,~~following ~~LLC~~exhibits ~~and~~are TDbeing ~~Securities~~furnished (USA) LLC, as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 6,951,221 shares of the Company’s common stock at a public offering price of $41.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 365,853 shares of the Company’s common stock (the “Pre-Funded Warrants”) at a public offering price of $40.99999 per share, which represents the per share public offering price for the common stock less the $0.00001 per share exercise price for each Pre-Funded Warrant (the “Offering”). In addition, the Company has granted the Underwriters an option (the “Option”) for a period of 30 days to purchase up to an additional 1,097,561 shares of its common stock at the public offering price, less the underwriting discounts and commissions, which the Underwriters exercised in full on October 9, 2025.herewith:

~~The~~EXHIBIT Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, as applicable, of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.INDEX

The net proceeds from the Offering, including proceeds from the exercise in full of the Option by the Underwriters, are expected to be approximately $323.3 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses.


Exhibit No.		Description

99.1		Earnings Press Release, dated November 10, 2025

99.2		Data Press Release, dated November 10, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The securities described above were offered pursuant to a shelf registration statement (File No. 333-281503), which became effective on August 12, 2024. A final prospectus supplement dated October 8, 2025 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on October 9, 2025. The Offering is expected to close on October 10, 2025.SIGNATURES

InPursuant ~~the Underwriting Agreement, the Company agreed~~ to ~~indemnify~~ the ~~Underwriters~~ ~~against~~requirements ~~certain~~of ~~liabilities, including liabilities under~~ the Securities Exchange Act of ~~1933~~1934, asthe ~~amended,~~registrant orhas toduly ~~contribute~~caused ~~payments that~~this ~~the~~report ~~underwriters~~to ~~may~~ be ~~required~~signed toon ~~make~~its ~~because~~behalf ofby ~~such~~the ~~liabilities~~undersigned hereunto duly authorized.

A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.


			Apogee Therapeutics, Inc.

Date:	November 10, 2025	By:	/s/ Michael Henderson, M.D.
			Michael Henderson, M.D. Chief Executive Officer

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the common stock and the Pre-Funded Warrants in the Offering is filed herewith as Exhibit 5.1.

Item 8.01 Other Events.

In October 2025, the Company provided updates regarding upcoming milestones for certain of its ongoing clinical trials. The Company has increased the expected patient population to 320 patients and expects to complete enrollment in the Part B portion of its APEX Phase 2 trial of APG777 in atopic dermatitis by the end of the year. The Company now expects to report topline maintenance data from Part A in the first quarter of 2026 and 16-week topline induction data from Part B in the second quarter of 2026. The Company now expects to report topline data for its Phase 1b trial of APG777 in asthma in the first quarter of 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of October 8, 2025, by and among Apogee Therapeutics, Inc., Jefferies LLC, BofA Securities, Inc., Guggenheim Securities, LLC and TD Securities (USA) LLC
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Gibson, Dunn & Crutcher LLP
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Apogee Therapeutics, Inc.
Date: October 10, 2025	By:	/s/ Michael Henderson, M.D.
		Michael Henderson, M.D.
		Chief Executive Officer

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