Form 4: Apogee Therapeutics Directors Granted Future Stock Options, Aligning Interests with Fairmount Funds

Apogee Therapeutics, Inc. directors Peter Harwin and Tomas Kiselak, associated with Fairmount Funds Management LLC, were granted stock options to purchase 14,461 shares each, with an exercise price of $41.66, set to vest on June 17, 2026.

Summary

• Fairmount Funds Management LLC, a 10% owner, and its Managing Members Peter Harwin and Tomas Kiselak, who serve as Directors of Apogee Therapeutics, Inc. (APGE), reported the grant of stock options.
• Each director, Peter Harwin and Tomas Kiselak, was granted options to purchase 14,461 shares of Apogee Therapeutics common stock.
• The options have an exercise price of $41.66 per share.
• The grant date for these options is June 17, 2025.
• The options will vest on the one-year anniversary of the grant date, specifically June 17, 2026, contingent on the reporting person's continued service to the Issuer.
• The expiration date for these options is June 17, 2035.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged purchase or sale plan.
• Both Mr. Harwin and Mr. Kiselak hold these options for the benefit of Fairmount Funds, disclaiming personal beneficial ownership and are obligated to turn over any proceeds to Fairmount Funds.
• Fairmount Funds Management LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.

Sentiment

Score: 7

Explanation: The document reports a standard equity compensation grant to directors, which is generally positive for aligning interests and retaining talent. The future grant date is unusual but not inherently negative, assuming it's a planned future event. The disclaimers of beneficial ownership by the individuals, attributing it to Fairmount Funds, clarify the ultimate beneficial owner.

Positives

• The grant of stock options aligns the interests of key directors (Peter Harwin and Tomas Kiselak) and their associated entity (Fairmount Funds Management LLC) with the long-term performance of Apogee Therapeutics, Inc.
• The vesting schedule, tied to continued service, incentivizes retention of experienced board members.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and transparent approach to insider transactions.

Negatives

• The exercise price of $41.66 suggests the stock needs to trade above this level for the options to be in-the-money, which is a future hurdle for value realization.

Risks

• The value of the stock options is contingent on the future stock price of Apogee Therapeutics, Inc. exceeding the exercise price of $41.66.
• The vesting of options is subject to the continued service of the reporting persons, meaning the options could be forfeited if service ceases before the vesting date.

Future Outlook

The document indicates future vesting of stock options on June 17, 2026, contingent on continued service, and an expiration date of June 17, 2035, providing a long-term incentive for the directors.

Management Comments

• "This option represents the right to purchase 14,461 shares of the Issuer's common stock and will vest on the one-year anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer on such vesting date."
• "Under Mr. Harwin's arrangement with Fairmount Funds Management LLC ('Fairmount'), Mr. Harwin holds the option for one or more investment vehicles managed by Fairmount (each, a 'Fairmount Fund'). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein."
• "Fairmount may be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount."

Industry Context

The granting of stock options to directors is a common practice in the biotechnology and pharmaceutical industry, like Apogee Therapeutics, to align management and board incentives with shareholder value creation, especially for companies in development stages where long-term value appreciation is key.

Comparison to Industry Standards

• The grant of stock options to directors is a standard form of equity compensation across industries, including biotechnology, to incentivize long-term performance and align interests with shareholders.
• The specific number of shares (14,461 per director) and the exercise price ($41.66) would typically be evaluated against peer companies' compensation structures and the company's stage of development, though specific comparable data is not provided in this filing.
• The use of a Rule 10b5-1 plan for the transaction is a best practice for insiders to manage their equity holdings transparently and avoid accusations of trading on material non-public information.

Corporate Governance

Related Party Transactions

• The stock options were granted to Peter Harwin and Tomas Kiselak, who are Directors of Apogee Therapeutics and also Managing Members of Fairmount Funds Management LLC, which is a 10% owner of Apogee.
• The options are held by Mr. Harwin and Mr. Kiselak for the benefit of Fairmount Funds, and they are obligated to turn over any proceeds to Fairmount Funds, indicating a transaction between the company and entities/individuals with close ties.

Stakeholder Impact

• Shareholders: The grant of options aligns director incentives with shareholder interests, potentially leading to better long-term performance. Dilution from option exercise is a potential future impact, but this is standard for equity compensation.

Next Steps

• The stock options will vest on June 17, 2026, subject to continued service.
• The options can be exercised at any time between vesting and the expiration date of June 17, 2035.

Key Dates

Recommendation

Keywords

Apogee Therapeutics, APGE, SEC Form 4, Stock Options, Insider Trading, Director Compensation, Fairmount Funds Management, Peter Harwin, Tomas Kiselak, Equity Compensation, Rule 10b5-1