SCHEDULE: Fairmount Funds Updates Apogee Therapeutics Stake

Fairmount Funds Management and related entities updated their beneficial ownership in Apogee Therapeutics, Inc. to 9.99% following a recent public offering.

Summary

• Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P. (Fund II), Peter Evan Harwin, and Tomas Kiselak updated their beneficial ownership in Apogee Therapeutics, Inc.
• Fairmount Funds Management LLC and Fund II collectively beneficially own 6,666,332 shares, representing 9.84% of the outstanding Common Stock.
• This ownership includes 298,647 shares of Common Stock and 6,367,685 shares of Common Stock issuable upon conversion of Non-Voting Common Stock, subject to a 9.99% beneficial ownership limitation.
• Peter Evan Harwin and Tomas Kiselak each beneficially own 6,764,974 shares, representing 9.99% of the outstanding Common Stock.
• Their individual holdings include 51,166 shares of Common Stock directly, 42,208 shares underlying vested options (beneficial ownership disclaimed for Fairmount Fund benefit), and Fund II's holdings of 298,647 shares of Common Stock and 6,372,953 shares of Common Stock issuable from Non-Voting Common Stock, subject to the 9.99% limitation.
• The percentage of class is based on 67,754,402 shares of Common Stock outstanding for Fairmount entities and 67,717,462 shares for individuals as of March 26, 2026.
• Fund II entered into a 60-day lock-up agreement with underwriters (Jefferies LLC, TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated, and Guggenheim Securities, LLC) in connection with Apogee Therapeutics' public offering that closed on March 26, 2026.
• The Reporting Persons did not purchase any securities in the recent public offering.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive update. It primarily reports a routine adjustment in beneficial ownership and a standard lock-up agreement following a public offering, indicating continued institutional interest without significant new positive or negative developments.

Risks

• The conversion of Non-Voting Common Stock is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock, which could restrict the full conversion of all held non-voting shares if the threshold is met.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company or the reporting persons regarding future performance or strategic direction, beyond the implications of the lock-up agreement on potential future share sales.

Industry Context

StockSavvy.ai notes that Schedule 13D/A filings are routine disclosures for significant shareholders, particularly after events like public offerings that can alter ownership percentages. The maintenance of a near 9.99% stake by Fairmount Funds suggests a continued strategic interest in Apogee Therapeutics, aligning with typical institutional investor behavior in the biotechnology or pharmaceutical sector where long-term positions are common.

Comparison to Industry Standards

• The 9.99% beneficial ownership limitation on non-voting common stock conversion is a common mechanism used by institutional investors to avoid triggering certain regulatory thresholds or corporate governance implications that come with owning 10% or more of a company's voting stock. This is standard practice among large funds like Fairmount Healthcare Fund II L.P. to maintain flexibility while holding a significant economic interest.
• The 60-day lock-up agreement is a standard industry practice in connection with public offerings, designed to prevent immediate selling pressure from existing large shareholders following a new issuance. This aligns with typical agreements seen in offerings managed by investment banks such as Jefferies LLC and TD Securities (USA) LLC.

Stakeholder Impact

• Shareholders: The lock-up agreement temporarily restricts a significant shareholder from selling, which could reduce immediate selling pressure post-offering. The continued significant stake by Fairmount Funds may be viewed as a vote of confidence.
• Company Management: The lock-up agreement provides stability for the share price in the short term following the public offering.

Next Steps

• Fund II is subject to a 60-day lock-up period from March 26, 2026, during which it cannot sell shares without underwriter consent.

Key Dates

Recommendation

This filing is a routine update of beneficial ownership and a standard lock-up agreement following a public offering. It does not contain new information that would fundamentally alter the investment thesis for Apogee Therapeutics, Inc. The continued significant stake by Fairmount Funds is a neutral signal, suggesting a 'hold' recommendation for existing investors and no immediate strong 'buy' or 'sell' signal for new investors based solely on this administrative update.

Keywords

Apogee Therapeutics, Fairmount Funds Management, Fairmount Healthcare Fund II, Schedule 13D/A, Beneficial Ownership, Common Stock, Non-Voting Common Stock, Lock-Up Agreement, Public Offering, Institutional Investor