Form 4: Apogee Therapeutics CMO Executes Option Exercise and Share Sales Under 10b5-1 Plan

Apogee Therapeutics' Chief Medical Officer, Carl Dambkowski, exercised stock options and subsequently sold a portion of his common stock holdings on July 2, 2025, pursuant to a pre-arranged Rule 10b5-1 trading plan.

Summary

• Carl Dambkowski, Chief Medical Officer of Apogee Therapeutics, Inc. (APGE), engaged in transactions involving the company's common stock on July 2, 2025.
• Dambkowski exercised stock options to acquire 7,365 shares of common stock at an exercise price of $22.86 per share.
• Following the option exercise, he sold a total of 10,090 shares of common stock in multiple transactions.
• The sales occurred at weighted average prices of $44.77 (6,409 shares), $45.49 (2,935 shares), and $46.26 (746 shares).
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on August 21, 2024.
• After these transactions, Dambkowski directly beneficially owns 238,998 shares of common stock and 164,010 derivative securities (stock options).
• The remaining stock options represent the right to purchase 175,345 shares, vesting in 48 equal monthly installments through December 18, 2027.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While there was a net sale of shares by an insider, the transaction was pre-scheduled under a Rule 10b5-1 plan, which typically indicates a pre-planned liquidity event rather than a reaction to new information or a lack of confidence in the company's future.

Positives

• The exercise of stock options indicates that the Chief Medical Officer saw value in acquiring shares at the exercise price of $22.86.
• The sales were executed at prices significantly higher than the exercise price, demonstrating a profitable transaction for the insider.

Negatives

• The net effect of the transactions was a reduction in the Chief Medical Officer's direct common stock holdings by 2,725 shares (10,090 shares sold minus 7,365 shares acquired through exercise).

Future Outlook

The document indicates that 164,010 stock options remain outstanding, representing the right to purchase 175,345 shares of common stock, which will continue to vest in forty-eight equal monthly installments through December 18, 2027, subject to the Reporting Person's continued service to the Issuer.

Industry Context

This filing represents a routine insider transaction for liquidity and diversification purposes, common among executives in the biotechnology and pharmaceutical sectors, especially when executed under a pre-arranged 10b5-1 trading plan.

Related Party Transactions

• The transactions involve an officer of Apogee Therapeutics, Inc. (Carl Dambkowski) trading in the company's securities, which is a standard related-party transaction reported via Form 4.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive could be perceived negatively by some investors, but the execution under a 10b5-1 plan mitigates concerns about opportunistic selling. It provides transparency regarding insider trading activities.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Continued vesting of the remaining 164,010 stock options through December 18, 2027, contingent on the Chief Medical Officer's continued service.

Key Dates

Keywords

Apogee Therapeutics, APGE, Carl Dambkowski, Chief Medical Officer, SEC Form 4, Insider Trading, Stock Option Exercise, Share Sale, Rule 10b5-1 Plan, Equity Compensation