SCHEDULE: Fairmount Funds Locks Up Apogee Therapeutics Shares

Fairmount Healthcare Fund II L.P. entered into a 60-day lock-up agreement for its Apogee Therapeutics shares following a public offering.

Summary

• Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Peter Harwin, and Tomas Kiselak (collectively, the "Reporting Persons") filed Amendment No. 3 to Schedule 13D for Apogee Therapeutics, Inc.
• The amendment reports the entry into a lock-up agreement in connection with Apogee Therapeutics' underwritten public offering that closed on October 10, 2025.
• Fairmount Healthcare Fund II L.P. beneficially owns 5,678,239 shares, representing 9.81% of Apogee Therapeutics' common stock.
• Peter Harwin and Tomas Kiselak each beneficially own 5,776,881 shares, representing 9.99% of the common stock.
• The beneficial ownership includes 2,048,647 shares of common stock and 3,629,592 shares of Non-Voting Common Stock convertible into common stock, subject to a 9.99% beneficial ownership limitation.
• The Reporting Persons did not purchase any securities in the public offering.

Sentiment

Score: 5

Explanation: The filing is a routine compliance update regarding beneficial ownership and a standard lock-up agreement following a public offering. It contains no overtly positive or negative news about the company's operations or financial performance, maintaining a neutral sentiment.

Positives

• Major shareholders (Fairmount Healthcare Fund II L.P.) have committed to a 60-day lock-up, indicating a short-term commitment to holding their shares and potentially reducing immediate selling pressure post-offering.

Risks

• The beneficial ownership limitation of 9.99% on the conversion of Non-Voting Common Stock could restrict the full conversion of these shares into voting common stock if it exceeds the threshold.

Future Outlook

Fairmount Healthcare Fund II L.P. is restricted from selling Apogee Therapeutics securities for a period of 60 days from October 8, 2025, due to a lock-up agreement.

Management Comments

• Fairmount disclaims beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that any of Fairmount, Mr. Harwin or Mr. Kiselak is the beneficial owner of such securities for any other purpose.
• 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.

Industry Context

This filing is a standard compliance update following a public offering, where major shareholders often enter into lock-up agreements to stabilize the stock post-offering. It reflects a common practice in the biotechnology or growth-oriented sectors where companies frequently raise capital through public offerings.

Comparison to Industry Standards

• A 60-day lock-up period is a common duration for such agreements in underwritten public offerings, aligning with typical industry practices to prevent immediate selling pressure from existing large shareholders.
• The beneficial ownership limitation of 9.99% is a standard mechanism used by institutional investors to avoid triggering certain regulatory thresholds or reporting requirements that apply at 10% or higher ownership.

Stakeholder Impact

• Shareholders: The lock-up agreement temporarily restricts a significant holder from selling shares, which could be seen as a positive signal of commitment and may reduce immediate selling pressure on the stock.

Next Steps

• The 60-day lock-up period for Fairmount Healthcare Fund II L.P. will expire approximately 60 days after October 8, 2025.

Key Dates

Keywords

Apogee Therapeutics, Fairmount Funds, Schedule 13D, Lock-Up Agreement, Public Offering, Beneficial Ownership, Common Stock, Non-Voting Common Stock, Investment Management