SCHEDULE: Fairmount Funds Reduces Apogee Therapeutics Stake

Fairmount Healthcare Fund II L.P. sold 1.75 million shares of Apogee Therapeutics common stock for $76.30 per share, reducing its beneficial ownership.

Summary

• Fairmount Healthcare Fund II L.P. executed a block trade, selling 1,750,000 shares of Apogee Therapeutics, Inc. Common Stock.
• The sale occurred on January 22, 2026, at a price of $76.30 per share.
• Following the sale, Fairmount Funds Management LLC and Fairmount Healthcare Fund II L.P. beneficially own 5,948,385 shares, representing 9.82% of the outstanding Common Stock.
• This ownership includes 298,647 shares of Common Stock and 5,649,738 shares of Non-Voting Common Stock convertible to Common Stock, subject to a 9.99% beneficial ownership limitation.
• Peter Evan Harwin and Tomas Kiselak, as managing members, beneficially own 6,047,027 shares, representing 9.99% of the class, which includes their direct holdings, vested options, and Fund II's holdings.
• Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of certain options and underlying common stock held for Fairmount Funds.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to a significant block sale by a major institutional investor, which can signal reduced confidence or a strategic shift, potentially impacting market perception negatively. However, the sale price was high, indicating a profitable exit for the seller.

Positives

• The sale generated significant capital for Fairmount Healthcare Fund II L.P. at a price of $76.30 per share, indicating a profitable exit for the selling entity.

Negatives

• A large block sale by a significant institutional investor could be perceived negatively by the market, potentially signaling a lack of conviction or a move to reallocate capital.
• The reduction in ownership by a key institutional holder might reduce institutional support for the stock.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding Apogee Therapeutics, Inc.'s future operations or financial performance, focusing solely on changes in beneficial ownership.

Management Comments

• Under Mr. Harwin's and Mr. Kiselak's respective arrangements with Fairmount Funds Management, Mr. Harwin and Mr. Kiselak hold the options for one or more Fairmount Funds and are obligated to turn over to Fairmount Funds Management any net cash or stock received from the option for the benefit of such Fairmount Fund.
• Mr. Harwin and Mr. Kiselak therefore each disclaim beneficial ownership of their respective options and underlying common stock.

Industry Context

This filing reflects a significant institutional investor's decision to reduce its stake in Apogee Therapeutics. Such a move can be influenced by various factors, including portfolio rebalancing, profit-taking, or a revised outlook on the company or the broader biotechnology/pharmaceutical sector. While not explicitly stated, a large block sale might be interpreted by the market as a signal, potentially impacting investor sentiment, especially if the company is in a competitive or capital-intensive industry like biotech.

Comparison to Industry Standards

• The filing does not provide sufficient information to compare Apogee Therapeutics' performance or valuation against specific industry benchmarks or comparable companies. The focus is on an ownership change rather than operational or financial results.

Related Party Transactions

• Mr. Harwin and Mr. Kiselak, as managing members of Fairmount Funds Management LLC and Fairmount Healthcare Fund II L.P., hold stock options granted by Apogee Therapeutics, Inc. in their capacity as board members.
• These options are held for the benefit of Fairmount Funds, and any net cash or stock received must be turned over to Fairmount Funds Management.

Stakeholder Impact

• Shareholders: The sale by a significant institutional investor could lead to increased selling pressure or a negative perception, potentially impacting share price. Existing shareholders might view this as a loss of institutional support.
• Management/Board: The continued service of Mr. Harwin and Mr. Kiselak on the board, despite the fund's reduced stake, suggests ongoing, albeit altered, engagement.

Next Steps

• The options granted to Mr. Harwin and Mr. Kiselak on June 17, 2025, are expected to vest on their one-year anniversary, subject to continued service.

Key Dates

Recommendation

While a large block sale by a significant institutional investor can create negative sentiment and potential selling pressure, the sale occurred at a high price of $76.30 per share, indicating a profitable exit for the seller. This suggests that the stock had performed well for the investor. For other investors, this event warrants a 'hold' recommendation to observe how the market absorbs this block and to assess any further strategic moves by the company or other major investors. It's not an immediate 'sell' given the high sale price, but the reduction in institutional ownership prevents a 'buy' without further positive catalysts.

Keywords

Apogee Therapeutics, Fairmount Funds Management, Fairmount Healthcare Fund II, Schedule 13D/A, Beneficial Ownership, Stock Sale, Institutional Investor, Block Trade, Common Stock, Non-Voting Common Stock