10-K – 2026-03-02 – apge-20251231.htm

Marketable Securities
The Company’s investments are comprised of U.S. government agency securities, U.S. treasury securities, commercial paper and corporate debt securities. Investments are classified at the time of purchase, based on management’s intent, as held-to-maturity, available-for-sale, or trading. All of the Company’s marketable security investments are classified as available-for-sale securities and are reported at fair market value using quoted prices in active markets for similar securities. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included as a component of other income within the consolidated statements of operations and comprehensive loss. Unrealized gains and losses are included within the consolidated statements of comprehensive loss.
The Company assesses its available-for-sale securities under the available-for-sale security impairment model in ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements as of each reporting date in order to determine if a portion of any decline in fair value below carrying value is the result of a credit loss for its available-for-sale securities. The Company records credit losses for its available-for-sale securities in the consolidated statements of operations and comprehensive loss as credit loss expense, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale securities. Declines in fair value below carrying value attributable to non-credit related factors are recorded as accumulated other comprehensive loss, which is a separate component of stockholders’ equity.
The Company classifies its available-for-sale securities that mature within one year from the balance sheet date as current assets on the consolidated balance sheets. Available-for-sale securities that mature more than one year from the balance sheet date are classified as non-current assets on the consolidated balance sheets.

Leases
The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment.

Fixed lease expense for operating leases is recognized on a straight-line basis, unless the right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the statements of operations and comprehensive loss.
Pre-funded Warrants
The Company evaluates pre-funded warrants under FASB ASC Topic 480, Distinguishing Liabilities from Equity and FASB ASC Topic 815, Derivatives and Hedging (“ASC 815” ) to determine whether the warrants should be classified as liabilities or equity. Pre-funded warrants are classified as stockholders’ equity when they are (i) indexed to the Company’s own stock and (ii) meet all equity‑classification conditions in ASC 815‑40. Proceeds received upon issuance of pre-funded warrants are recorded to additional paid‑in capital. Upon exercise, the Company records proceeds to common stock and additional paid‑in capital. Because the exercise price is nominal,

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equity‑classified pre‑funded warrants are included in basic and diluted weighted‑average shares outstanding beginning on the issuance date but are not reflected as legally outstanding shares until exercised.

Equity-Based Compensation
The Company issues equity-based awards to employees, managers, executives, non-employees and service providers in the form of restricted common stock, restricted stock units, and stock options. The Company accounts for equity-based compensation awards in accordance with FASB ASC Topic 718, Compensation-Stock Compensation.
The fair value of the Company’s common stock underlying its equity awards is based on the quoted market price of the Company’s common stock on the grant date. The Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which uses as inputs the fair value of the Company’s common stock, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the equity-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data. The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on common stock. The fair value of the restricted stock units are based on the Company’s stock price on the date of the grant.
The Company generally issues equity awards that are subject to either service-based vesting conditions and in limited instances, service-based and performance-based vesting conditions. Compensation expense for awards issued to grantees with service-based vesting conditions are recognized on a straight-line basis based on the grant date fair value over the associated requisite service period of the award, which is generally the vesting term. Compensation expense for awards to grantees with service-based and performance-based vesting conditions are recognized based on the grant-date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. As of each reporting date, the Company estimates the probability that specified performance criteria will be met and does not recognize compensation expense until it is probable that the performance-based vesting condition will be achieved.
The Company evaluates whether an equity award should be classified and accounted for as a liability award or equity award for all equity-based compensation awards granted. As of December 31, 2025 , all of the Company’s equity-based awards were equity classified. Forfeitures are recognized as they occur. The Company classifies equity-based compensation expense in the accompanying consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified, as applicable.

Concentrations of Credit Risk and Significant Suppliers
Financial instruments that potentially expose the Company to credit risk primarily consist of cash, cash equivalents and marketable securities. The Company’s investment portfolio is comprised of money market funds, debt securities issued by U.S. government and corporate debt securities. The Company maintains its deposits with accredited financial institutions and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2025 and December 31, 2024, predominantly all of the Company’s primary operating accounts significantly exceeded the FDIC limits.
The Company is dependent on third-party organizations to research, develop, manufacture and process its product candidates for its development programs. In particular, the Company currently relies on a limited number of

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third-party manufacturers for preclinical, clinical, and future commercial manufacturing activities. The Company expects to continue to be dependent on a small number of manufacturers to supply it with its requirements for all products. The Company’s research and development programs could be adversely affected by a significant interruption in the supply of the necessary materials.

Off-Balance Sheet Arrangements
As of December 31, 2025 and December 31, 2024 , the Company had no off-balance sheet risks such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Comprehensive Loss
Comprehensive loss includes net loss as well as other changes in stockholders' equity that result from transactions and events other than those with stockholders. The Company’s unrealized gains and losses on marketable securities represent the only component of other comprehensive loss that are excluded from the reported net loss and that are presented in the consolidated statements of comprehensive loss.

Net Loss Per Share
The Company has two classes of common stock outstanding comprised of voting and non-voting shares. The rights of the holders of voting and non-voting shares are identical, except with respect to voting and conversion. Each share of non-voting stock may be converted into one share of voting stock at any time at the option of the stockholder, subject to certain beneficial ownership limitations. Net loss per share for each class of common stock issued is the same as they are entitled to the same liquidation and dividend rights.
Prior to the Reorganization, the Company calculated basic net loss per common share by dividing net loss by the weighted-average number of common units outstanding for the period. Subsequent to the Reorganization, the Company calculates basic net loss per common share by dividing net loss by the weighted-average number of common shares outstanding for the period, which includes pre-funded warrants to purchase common stock. The Company has generated a net loss in the periods presented so the basic and diluted net loss per unit and net loss per share are the same as the inclusion of the potentially dilutive securities would be anti-dilutive.
For periods presented that include the Reorganization, the weighted-average shares of common stock outstanding include the weighted average number of common units outstanding prior to the Reorganization.

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3. Marketable Securities

The following is a summary of the Company’s investing portfolio (in thousands):
 

 

AS OF DECEMBER 31, 2025

 

 

UNREALIZED

 

 

COST

 

 

GAINS

 

 

LOSSES

 

 

FAIR
VALUE

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

Maturities within one year:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury securities

 

$

221,182

 

 

$

430

 

 

$

—

 

 

$

221,612

 

Debt securities issued by U.S. government agencies

 

 

127,796

 

 

 

324

 

 

 

—

 

 

 

128,120

 

Commercial paper

 

 

69,534

 

 

 

22

 

 

 

—

 

 

 

69,556

 

Corporate debt securities

 

 

179,230

 

 

 

136

 

 

 

( 11

)

 

 

179,355

 

Total maturities within one year

 

 

597,742

 

 

 

912

 

 

 

( 11

)

 

 

598,643

 

Maturities between one and two years:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury securities

 

$

128,396

 

 

$

149

 

 

$

—

 

 

$

128,545

 

Debt securities issued by U.S. government agencies

 

 

14,580

 

 

 

16

 

 

 

—

 

 

 

14,596

 

Corporate debt securities

 

 

29,583

 

 

 

16

 

 

 

( 10

)

 

 

29,589

 

Total maturities between one and two years

 

 

172,559

 

 

 

181

 

 

 

( 10

)

 

 

172,730

 

Total marketable securities

 

$

770,301

 

 

$

1,093

 

 

$

( 21

)

 

$

771,373

 

 

 

AS OF DECEMBER 31, 2024

 

 

UNREALIZED

 

 

COST

 

 

GAINS

 

 

LOSSES

 

 

FAIR
VALUE

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

Maturities within one year:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury securities

 

$

158,332

 

 

$

469

 

 

$

( 34

)

 

$

158,767

 

Debt securities issued by U.S. government agencies

 

 

115,425

 

 

 

169

 

 

 

—

 

 

 

115,594

 

Commercial paper

 

 

35,508

 

 

 

49

 

 

 

—

 

 

 

35,557

 

Corporate debt securities

 

 

68,831

 

 

 

146

 

 

 

( 31

)

 

 

68,946

 

Total maturities within one year

 

 

378,096

 

 

 

833

 

 

 

( 65

)

 

 

378,864

 

Maturities between one and two years:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury securities

 

$

90,330

 

 

$

109

 

 

$

( 271

)

 

$

90,168

 

Debt securities issued by U.S. government agencies

 

 

102,707

 

 

 

470

 

 

 

( 75

)

 

 

103,102

 

Corporate debt securities

 

 

17,232

 

 

 

—

 

 

 

( 86

)

 

 

17,146

 

Total maturities between one and two years

 

 

210,269

 

 

 

579

 

 

 

( 432

)

 

 

210,416

 

Total marketable securities

 

$

588,365

 

 

$

1,412

 

 

$

( 497

)

 

$

589,280

 

As of December 31, 2025, the Company had 22 securities with a total fair market value of $ 43.7 million in an unrealized loss position. The Company does not intend to sell its investments before recovery of the amortized cost basis of its debt securities at maturity and no allowance for credit losses was recorded as of December 31, 2025 and December 31, 2024. Securities are evaluated at the end of each reporting period. The Company did not record any impairment related to its marketable securities during the years ended December 31, 2025, 2024, and 2023 .

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4. Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a reoccurring basis and indicates the level of fair value hierarchy utilized to determine such values (in thousands):
 

 

AS OF DECEMBER 31, 2025

 

 

LEVEL 1

 

 

LEVEL 2

 

 

LEVEL 3

 

 

TOTAL

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

86,669

 

 

$

—

 

 

$

—

 

 

$

86,669

 

U.S. treasury securities

 

 

5,903

 

 

 

—

 

 

 

—

 

 

 

5,903

 

Commercial paper

 

 

—

 

 

 

26,428

 

 

 

—

 

 

 

26,428

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury securities

 

 

350,157

 

 

 

—

 

 

 

—

 

 

 

350,157

 

Debt securities issued by U.S. government agencies

 

 

—

 

 

 

142,716

 

 

 

—

 

 

 

142,716

 

Commercial paper

 

 

—

 

 

 

69,556

 

 

 

—

 

 

 

69,556

 

Corporate debt securities

 

 

—

 

 

 

208,944

 

 

 

—

 

 

 

208,944

 

Total

 

$

442,729

 

 

$

447,644

 

 

$

—

 

 

$

890,373

 

 

 

AS OF DECEMBER 31, 2024

 

 

LEVEL 1

 

 

LEVEL 2

 

 

LEVEL 3

 

 

TOTAL

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

132,491

 

 

$

—

 

 

$

—

 

 

$

132,491

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury securities

 

 

248,935

 

 

 

—

 

 

 

—

 

 

 

248,935

 

Debt securities issued by U.S. government agencies

 

 

—

 

 

 

218,696

 

 

 

—

 

 

 

218,696

 

Commercial paper

 

 

—

 

 

 

35,557

 

 

 

—

 

 

 

35,557

 

Corporate debt securities

 

 

—

 

 

 

86,092

 

 

 

—

 

 

 

86,092

 

Total

 

$

381,426

 

 

$

340,345

 

 

$

—

 

 

$

721,771

 

 
5. Prepaids and Other Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

 

DECEMBER 31,
2025

 

 

DECEMBER 31,
2024

 

Prepaid clinical

 

$

637

 

 

$

552

 

Prepaid manufacturing

 

 

1,090

 

 

 

214

 

Prepaid other

 

 

2,873

 

 

 

1,855

 

Interest receivable

 

 

5,961

 

 

 

4,697

 

Other current assets

 

 

605

 

 

 

1,742

 

Total

 

$

11,166

 

 

$

9,060

 

As of December 31, 2025 , the Company had no restricted cash. As of December 31, 2024 , the Company had restricted cash of $ 0.3 million held as a letter of credit for the benefit of a clinical research organization. The related letter of credit was classified within other non-current assets on the consolidated balance sheet as of December 31, 2024.
As of December 31, 2025, the Company had $ 8.5 million in long-term prepayments, made in conjunction with the Company's research and development activities, classified within other non-current assets. As of December 31, 2024 , the Company had no long-term prepayments.

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6. Property and Equipment, net

Property and Equipment, net consisted of the following (in thousands):

 

DECEMBER 31,
2025

 

 

DECEMBER 31,
2024

 

Lab equipment

 

$

1,469

 

 

$

1,285

 

Leasehold improvements

 

 

3,075

 

 

 

863

 

Furniture and fixtures

 

 

1,760

 

 

 

—

 

IT equipment

 

 

992

 

 

 

—

 

Less: Accumulated depreciation

 

 

( 1,608

)

 

 

( 189

)

Total

 

$

5,688

 

 

$

1,959

 

The Company recognized $ 1.4 million and $ 0.2 million of depreciation expense for the years ended December 31, 2025 and 2024, respectively. The Company recognized an immaterial amount of depreciation expense for the year ended December 31, 2023 .

7. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

 

DECEMBER 31,
2025

 

 

DECEMBER 31,
2024

 

Accrued external research and development expenses

 

$

3,231

 

 

$

2,924

 

Accrued manufacturing expenses

 

 

5,889

 

 

 

15,505

 

Accrued clinical expenses

 

 

9,178

 

 

 

2,033

 

Accrued employee compensation

 

 

3,658

 

 

 

1,895

 

Accrued other

 

 

1,225

 

 

 

1,898

 

Total

 

$

23,181

 

 

$

24,255

 

 
8. Other Significant Agreements

Paragon Option and License Agreements
For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 0.1 million, $ 19.2 million, and $ 26.3 million, respectively, of research and development expense in connection with services provided by Paragon under the Option and License Agreements.
For the year ended December 31, 2025 , the Company recognized $ 2.1 million of research and development expense related to an undisclosed target.
Option Agreements
In February 2022, the Company entered into an antibody discovery and option agreement with Paragon, which was subsequently amended in November 2022 (as amended, the “2022 Option Agreement”). Under the terms of the 2022 Option Agreement, Paragon identifies, evaluates and develops antibodies directed against certain mutually agreed therapeutic targets of interest to the Company. The 2022 Option Agreement initially included two selected targets, IL-13 and IL-4Rα, and was subsequently amended in November 2022 to include an additional selected target, OX40L. Under the 2022 Option Agreement, the Company has the exclusive option to, on a research program-by-research program basis, be granted an exclusive, worldwide license to all of Paragon’s right, title and interest in and to the intellectual property resulting from the applicable research program to develop, manufacture and commercialize the antibodies and products directed to the selected targets (each, an “Option”). From time to time, the Company can choose to add additional targets to the collaboration by mutual agreement with Paragon.
Pursuant to the terms of the 2022 Option Agreement, the parties initiated certain research programs that generally focused on a particular target (each, a “Research Program”). Each Research Program is aimed at discovering,

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generating, identifying and/or characterizing antibodies directed to the respective target. For each Research Program, the parties established a research plan that sets forth the activities that will be conducted, and the associated research budget (each, a “Research Plan”). Upon execution of the 2022 Option Agreement, the Company agreed with Paragon on an initial Research Plan that outlined the services that will be performed commencing at inception of the arrangement related to IL-13 and IL-4Rα. The Research Plan for OX40L was agreed to prior to December 31, 2022. The Company's exclusive option with respect to any future Research Program is exercisable at the Company's sole discretion at any time during the period beginning on the initiation of activities under the associated Research Program and ending a specified number of days following the delivery of the data package from Paragon related to the results of the Research Plan activities (the “Option Period”). There is no payment due upon exercise of an Option pursuant to the 2022 Option Agreement.
In consideration for the exclusive options granted under the 2022 Option Agreement, the Company paid an upfront cash amount of $ 1.3 million and issued 1,250,000 common units to Paragon. Paragon was also entitled to up to an additional 3,750,000 of common units in exchange for the rights granted under the 2022 Option Agreement, which were issued in connection with the closings of the additional tranches of the Series A Preferred Unit financing. Under the 2022 Option Agreement, on a Research Program-by-Research Program basis following the finalization of the Research Plan for each respective Research Program, the Company is required to pay Paragon a nonrefundable fee in cash of $ 0.5 million. The Company is also obligated to compensate Paragon on a quarterly basis for its services performed under each Research Program based on the actual costs incurred.
In November 2023, the Company entered into an additional antibody discovery and option agreement with Paragon (the “2023 Option Agreement” and together with the 2022 Option Agreement, collectively, the “Option Agreements”). Under the terms of the 2023 Option Agreement, Paragon identifies, evaluates and develops antibodies directed against certain mutually agreed therapeutic targets of interest to the Company. The 2023 Option Agreement initially includes one target, TSLP. Under the 2023 Option Agreement, the Company has the exclusive option to, on a research program-by-research program basis, be granted an exclusive, worldwide license to all of Paragon’s right, title and interest in and to the intellectual property resulting from the applicable research program to develop, manufacture and commercialize the antibodies and products directed to the selected targets. From time to time, the Company can choose to add additional targets to the collaboration by mutual agreement with Paragon.
Pursuant to the terms of the 2023 Option Agreement, the parties may initiate Research Programs. Each Research Program will be aimed at discovering, generating, identifying and/or characterizing antibodies directed to the respective target. For each Research Program, the parties must establish a Research Plan. In January 2024, the Company and Paragon agreed on an initial Research Plan with Paragon that outlined the services that will be performed commencing at inception of the arrangement related to TSLP. The Company's exclusive option with respect to each Research Program is exercisable at the Company's sole discretion at any time during the period beginning on the initiation of activities under the associated Research Program and ending a specified number of days following the delivery of the data package from Paragon related to the results of the Research Plan activities. There is no payment due upon exercise of an Option pursuant to the 2023 Option Agreement.
Under the 2023 Option Agreement, on a Research Program-by-Research Program basis following the finalization of the Research Plan for each respective Research Program, the Company is required to pay Paragon a nonrefundable fee in cash of $ 2.0 million. The Company is also obligated to compensate Paragon on a quarterly basis for its services performed under each Research Program based on the actual costs incurred. The Company expenses the service fees as the associated costs are incurred when the underlying services are rendered. In January 2024, the Company finalized the Research Plan with Paragon related to the TSLP target. As such, the Company made a one-time non-refundable payment of $ 2.0 million to Paragon in the first quarter of 2024.
Unless terminated earlier, the Option Agreements shall continue in force on a Research Program-by-Research Program basis until the earlier of: (i) the end of the Option Period for such Research Program, as applicable, if such Option is not exercised by the Company; and (ii) the effective date of the license agreement for such Research Program if the Company exercises its Option with respect to such Research Program (the “Term”). Upon the expiration of the Term for all then-existing Research Programs, the applicable Option Agreement will automatically expire in its entirety. The Company may terminate the 2023 Option Agreement or any Research Program at any time for any or no reason upon 30 days ’ prior written notice to Paragon, provided that the Company must pay certain unpaid fees due to Paragon upon such termination, as well as any non-cancellable obligations reasonably incurred by Paragon in

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connection with its activities under any terminated Research Program. Each party has the right to terminate either Option Agreement or any Research Program upon (i) 30 days ’ prior written notice of the other party’s material breach that remains uncured for the 30 -day period and (ii) the other party’s bankruptcy.
Paragon License Agreements
In November 2022, the Company exercised its option available under the 2022 Option Agreement with respect to the IL-13 Research Program. Upon such exercise, the parties entered into an associated license agreement (the “IL-13 License Agreement”). In April 2023, the Company exercised its option available under the 2022 Option Agreement with respect to the IL- 4Rα Research Program and the OX40L Research Program. Upon such exercise, the parties entered into associated license agreements (the “IL-4Rα License Agreement” and the “OX40L License Agreement,” respectively). In August 2024, the Company exercised its option available under the 2023 Option Agreement with respect to the TSLP Research Program and entered into the associated license agreement (the “TSLP License Agreement” and collectively with the IL-13 License Agreement, the IL-4Rα License Agreement and the OX40L License Agreement, the “License Agreements”). Under the terms of the License Agreements, Paragon granted to the Company an exclusive, worldwide, royalty-bearing, sublicensable right and license with respect to certain information, patent rights and sequence information related to antibodies directed at the respective target to use, make, sell, import, export and otherwise exploit the antibodies directed at the respective target. Pursuant to the License Agreements, the Company granted to Paragon a similar license (except that such license the Company granted to Paragon is non-exclusive) to the respective licenses with respect to multispecific antibodies that are directed at the respective targets and one or more other antibodies. The Company was also granted a right of first negotiation with Paragon concerning the development, license and grant of rights to certain multispecific antibodies associated with each respective license. The Company is solely responsible for the continued development, manufacture and commercialization of products at its own cost and expense for each licensed target.
Under the IL-13 License Agreement, the IL-4Rα License Agreement and the OX40L License Agreement, the Company is obligated to pay Paragon up to $ 3.0 million upon the achievement of specific development and clinical milestones for the first product under each of the License Agreements that achieves such specified milestones, including a payment of $ 1.0 million upon the nomination of a development candidate and $ 2.0 million upon the first dosing of a human patient in a Phase 1 trial. Under the TSLP License Agreement, the Company is obligated to pay Paragon up to $ 28.0 million upon the achievement of specific development and clinical milestones for the first product, including a payment of $ 3.0 million upon the nomination of a development candidate and $ 5.0 million upon the first dosing of a human patient in a Phase 1 trial.
Upon execution of the IL‑13 License Agreement, the Company paid Paragon a $ 1.0 million fee for the nomination of a development candidate. In August 2023, the Company announced the dosing of its first participant in the Phase 1 trial of zumilokibart (APG777) and made a milestone payment of $ 2.0 million in the fourth quarter of 2023. In November 2023, the Company finalized the nomination of a development candidate under the IL‑4Rα License Agreement and made a milestone payment of $ 1.0 million to Paragon in the fourth quarter of 2023. In March 2024, the Company announced the dosing of its first participant in a Phase 1 trial of APG808 and made a milestone payment of $ 2.0 million to Paragon in the first quarter of 2024. In May 2024, the Company finalized the nomination of a development candidate under the OX40L License Agreement and made a milestone payment of $ 1.0 million to Paragon in the second quarter of 2024. In August 2024, the Company announced the dosing of its first participant in the Phase 1 trial of APG990 and made a milestone payment of $ 2.0 million to Paragon in the third quarter of 2024. In October 2024, the Company finalized the nomination of a development candidate under the TSLP License Agreement and made a milestone payment of $ 3.0 million to Paragon in the fourth quarter of 2024. In December 2024, the Company announced the dosing of its first participant in the Phase 1 trial of APG333 and made a milestone payment of $ 5.0 million in the fourth quarter of 2024.
The Company is also obligated to pay royalties to Paragon equal to a low-single digit percentage of net sales of any products under each of the respective License Agreements, and Paragon has a similar obligation to pay royalties to the Company with respect to each of the multispecific licenses. Royalties are due on a product-by-product and country-by-country basis beginning upon the first commercial sale of each product and ending on the later of (i) 12 years after the first commercial sale of such product in such country and (ii) expiration of the last valid claim of a patent covering such product in such country (the “Royalty Term ”).

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Unless earlier terminated, the License Agreements remain in effect until the expiration of the last-to-expire Royalty Term for any and all products associated with the respective license. The Company may terminate the agreement in its entirety or on a country-by-country or product-by-product at any time for any or no reason upon 60 days ’ advance written notice to Paragon, and either party may terminate for (i) the other party’s material breach that remains uncured for 90 days (or 30 days with respect to any failure to make payments) following notice of such breach and (ii) the other party’s bankruptcy. Upon any termination prior to the expiration of a License Agreement, all licenses and rights granted pursuant to such License Agreement will automatically terminate and revert to the granting party and all other rights and obligations of the parties will terminate.
Biologics Master Services Agreement — WuXi Biologics (Hong Kong) Limited
In June 2022, Paragon and WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”) entered into a biologics master services agreement (the “WuXi Biologics MSA”), which was subsequently novated to the Company by Paragon in the second quarter of 2023. The WuXi Biologics MSA governs all development activities and GMP manufacturing and testing for zumilokibart (APG777), APG990, APG333 and APG808, as well as potential future product candidates, on a work order basis. Under the WuXi Biologics MSA, the Company is obligated to pay WuXi Biologics a service fee and all non-cancellable obligations in the amount specified in each work order associated with the agreement for the provision of services.
The WuXi Biologics MSA terminates on the later of (i) June 20, 2027 or (ii) the completion of services under all work orders executed by the parties prior to June 20, 2027, unless terminated earlier. The term of each work order terminates upon completion of the services under such work order, unless terminated earlier. The Company can terminate the WuXi Biologics MSA or any work order at any time upon 30 days’ prior written notice and immediately upon written notice if WuXi Biologics fails to obtain or maintain required material governmental licenses or approvals. Either party may terminate a work order (i) at any time upon six months ’ prior notice with reasonable cause, provided however that if WuXi Biologics terminates a work order in such manner, no termination or cancellation fees shall be paid by the Company and (ii) immediately for cause upon (a) the other party’s material breach that remains uncured for 30 days after notice of such breach, (b) the other party’s bankruptcy or (c) a force majeure event that prevents performance for a period of at least 90 days .
For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 9.3 million, $ 31.8 million and $ 20.2 million, respectively, of research and development expense in connection with the WuXi Biologics MSA.
Cell Line License Agreement — WuXi Biologics (Hong Kong) Limited
In June 2022, Paragon and WuXi Biologics entered into a cell line license agreement (the “Cell Line License Agreement”), which was subsequently novated to the Company by Paragon in the second quarter of 2023. Under the Cell Line License Agreement, the Company received a non-exclusive, worldwide, sublicensable license to certain of WuXi Biologics’ know-how, cell line, biological materials (the “WuXi Biologics Licensed Technology”) and media and feeds to make, have made, use, sell and import certain therapeutic products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”). Specifically, the WuXi Biologics Licensed Technology is used to manufacture zumilokibart (APG777), APG990, APG333 and APG808.
In consideration for the license, the Company has paid WuXi Biologics a non-refundable license fee of $ 150,000 . Additionally, if the Company manufactures all of its commercial supplies of bulk drug product with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a fraction of a single digit percentage of global net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer (the “Royalty”). If the Company manufactures part of its commercial supplies of the WuXi Biologics Licensed Products with WuXi Biologics or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis.
The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon six months ’ prior written notice and the payment of all undisputed amounts due to WuXi Biologics through the effective date of termination, (ii) by WuXi Biologics for a material breach by the Company that remains uncured for 60 days

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after written notice, (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure, or (iv) by either party upon the other party’s bankruptcy.
Master Services Agreement and Project Specific Agreements — Samsung Biologics Limited
In March 2025, the Company entered into a Master Services Agreement (the “Samsung Biologics MSA”), made effective as of February 28, 2025, with Samsung Biologics Co., Ltd. (“Samsung Biologics”), pursuant to which Samsung Biologics will manufacture and supply the Company with zumilokibart (APG777) drug substance (the “Samsung Biologics Product”) for clinical development and commercial sale, if approved. The Company is obligated to pay Samsung Biologics service fees for each manufactured batch, as well as the costs of materials purchased by Samsung Biologics and expenses including testing and storage, which such costs and fees will be specified in Project Specific Agreements (each a “PSA”).
Also in March 2025, the Company entered into a PSA (the “Initial PSA”) with Samsung Biologics, made effective as of February 28, 2025, pursuant to which Samsung Biologics will produce clinical batches of the Samsung Biologics Product at its facility in Incheon, South Korea, perform process characterization and validation, and manufacture process performance qualification lots of the Samsung Biologics Product. Under the Initial PSA, the Company must purchase certain minimum quantities of the Samsung Biologics Product and has agreed to pay Samsung Biologics as determined pursuant to the terms of the Initial PSA.
The Samsung Biologics MSA will terminate in February 2035, or, if a PSA is still in effect, when such PSA terminates, and may be extended upon mutual agreement of the parties. The Initial PSA will terminate in December 2034. Either the Company or Samsung Biologics may terminate the Samsung Biologics MSA or the Initial PSA in the event of an uncured material breach by, insolvency of or inability to perform due to a force majeure event by the other party. In the event all applicable PSAs have been terminated, Samsung Biologics has agreed to provide assistance with certain technology transfer matters, subject to exceptions. If the Company terminates the Samsung Biologics MSA or Initial PSA without cause, the Company will generally be responsible for paying the purchase price for the Company’s aggregate product commitment for the remainder of the term, less any amounts the Company has already paid.
In February 2026, the Company entered into a separate PSA with Samsung that would provide for the commercial manufacture of zumilokibart drug substance should the program eventually receive regulatory approval. If specific circumstances render Apogee unable to proceed with commercial distribution, the PSA provides for Samsung to receive compensation, including for contractually obligated expenses, and an exit fee in the high single-digit millions.
For the years ended December 31, 2025 and 2024 the Company recognized $ 12.9 million and $ 9.9 million, respectively, of research and development expense in connection with the Samsung Biologics MSA. For the year ended December 31, 2023 , the Company did no t recognize any research and development expense in connection with the Samsung Biologics MSA.

9. Commitments and Contingencies

Other Contracts
Currently, all of the Company’s preclinical and clinical drug manufacturing, storage, distribution or quality testing are outsourced to third-party manufacturers. As development programs progress and new process efficiencies are built, the Company expects to continually evaluate this strategy with the objective of satisfying demand for registration trials and, if approved, the manufacture, sale and distribution of commercial products. Under such agreements, the Company is contractually obligated to make certain payments to vendors upon early termination, primarily to reimburse them for their unrecoverable outlays incurred prior to cancellation as well as any amounts owed by the Company prior to early termination. The actual amounts the Company could pay in the future to the vendors under such agreements may differ from the purchase order amounts due to cancellation provisions.

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Indemnification Agreements
The Company enters into standard indemnification agreements and/or indemnification sections in other agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. There is no limit to the maximum potential amount of future payments the Company could be required to make under these indemnification agreements. As of December 31, 2025, the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. The Company was not aware of any claims under these indemnification arrangements as of December 31, 2025 and December 31, 2024.
Legal Proceedings
The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of FASB ASC Topic 450, Contingencies (“ ASC 450 ”) . The Company expenses as incurred the costs related to its legal proceedings.

10. Stockholders' Equity

Common Stock
In July 2023, the Company completed its IPO, selling an aggregate of 20,297,500 shares of common stock. All outstanding preferred units were exchanged into 24,987,750 shares of common stock. Following the IPO and as of December 31, 2025 , the Company is authorized to issue up to 400,000,000 shares of common stock, par value $ 0.00001 .
In March 2024, the Company issued and sold an aggregate of 7,790,321 shares of its common stock in an underwritten public offering. Net proceeds were $ 450.0 million after deducting underwriting discounts and commissions and other offering expenses.
In August 2024, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell shares of common stock up to a maximum aggregate offering price of $ 300.0 million through an at-the-market offering program. In December 2024, the Company sold 926,049 shares of common stock under the ATM for gross proceeds of $ 44.9 million, less commissions and other offering expenses of $ 1.4 million. During the year ended December 31, 2025, the Company sold 1,175,701 shares of common stock under the ATM for gross proceeds of $ 67.6 million, less commissions and other offering expenses of $ 2.0 million. As of December 31, 2025 , $ 187.5 million remained available for sale under the Sale Agreement.
In October 2025, the Company issued and sold an aggregate of 8,048,782 shares of its common stock in an underwritten public offering and in lieu of common stock to certain investors, pre-funded warrants to purchase up to 365,853 shares of common stock. Net proceeds were $ 324.1 million, after deducting underwriting discounts and commissions and other offering expenses.
As of December 31, 2025 , 69,038,943 and 68,401,349 shares of common stock were issued and outstanding, respectively. The 69,038,943 shares of common stock issued was comprised of 55,552,301 shares of voting common stock and 13,486,642 shares of non-voting common stock. As of December 31, 2025 , there were 637,594 shares of unvested restricted common stock included within the shares of common stock issued.
As of December 31, 2024 , 59,478,725 and 58,062,898 shares of common stock were issued and outstanding, respectively. The 59,478,725 shares of common stock issued was comprised of 45,992,083 shares of voting common stock and 13,486,642 shares of non-voting common stock. As of December 31, 2024 , there were 1,415,827 shares of unvested restricted common stock included within the shares of common stock issued.

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Warrants
In October 2025, the Company issued pre‑funded warrants to purchase up to 365,853 shares of common stock at an exercise price of $ 0.00001 per share. The pre‑funded warrants were exercisable immediately and are not subject to expiration. As of December 31, 2025 , no ne of the pre-funded warrants have been exercised.

11. Equity-Based Compensation

Restricted Common Stock
The following table provides a summary of the unvested restricted common stock award activity during the year ended December 31, 2025:

 

NUMBER OF
SHARES

 

 

WEIGHTED-
AVERAGE
GRANT DATE
FAIR VALUE
PER SHARE

 

Unvested restricted common stock as of December 31, 2024

 

 

1,415,827

 

 

$

5.30

 

Vested

 

 

( 777,736

)

 

$

4.98

 

Forfeited

 

 

( 497

)

 

$

13.08

 

Unvested restricted common stock as of December 31, 2025

 

 

637,594

 

 

$

5.69

 

The fair value of restricted common stock awards that vested during the year ended December 31, 2025 was $ 3.9 million.
Stock Options and Restricted Stock Units
In July 2023, in connection with the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective on July 13, 2023. The 2023 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. As of December 31, 2025 , 5,964,549 shares of common stock were available for future grants under the 2023 Plan. The number of shares available for grant and issuance under the 2023 Plan is automatically increased on January 1 of each year by a number of shares equal to up to 5 % of the outstanding shares of common stock on such date.
The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted, with the following assumptions:

 

YEAR ENDED
DECEMBER 31,

 

2025

Risk-free interest rate

 

3.7 % - 4.4 %

Expected dividend yield

 

0.0 %

Expected term (in years)

 

5.5  - 6.25

Expected volatility

 

72.8 % - 75.5 %

 

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The following table provides a summary of stock option activity during the year ended December 31, 2025:

 

OPTIONS

 

 

WEIGHTED-
AVERAGE
EXERCISE
PRICE

 

 

WEIGHTED-
AVERAGE
REMAINING
CONTRACTUAL
TERM
(IN YEARS)

 

 

AGGREGATE
INTRINSIC
VALUE
(IN
THOUSANDS)

 

Outstanding as of December 31, 2024

 

 

5,155,414

 

 

$

35.12

 

 

 

9.37

 

 

$

61,506

 

Granted

 

 

936,151

 

 

$

43.24

 

 

 

 

 

 

 

Exercised

 

 

( 222,104

)

 

$

23.86

 

 

 

 

 

 

 

Forfeited

 

 

( 259,017

)

 

$

34.53

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

5,610,444

 

 

$

36.95

 

 

 

8.56

 

 

$

216,170

 

Exercisable as of December 31, 2025

 

 

1,879,583

 

 

$

32.11

 

 

 

8.25

 

 

$

81,514

 

The fair value of options vested during the year ended December 31, 2025 was $ 38.5 million.
The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $ 7.0 million and $ 1.3 million, respectively. No options were exercised during the year ended December 31, 2023.
The following table provides a summary of the unvested restricted stock unit activity under the 2023 Plan during the year ended December 31, 2025:

 

NUMBER OF
SHARES

 

 

WEIGHTED-
AVERAGE
GRANT DATE
FAIR VALUE
PER SHARE

 

Unvested restricted stock units as of December 31, 2024

 

 

267,564

 

 

$

38.48

 

Vested

 

 

( 72,374

)

 

 

36.67

 

Forfeited

 

 

( 17,575

)

 

 

37.04

 

Unvested restricted stock units as of December 31, 2025

 

 

177,615

 

 

$

39.36

 

The fair value of restricted stock units vested during the year ended December 31, 2025 was $ 2.7 million.
2023 Employee Stock Purchase Plan
In July 2023, the Board adopted and the Company’s stockholders approved the 2023 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 13, 2023. The ESPP provides that eligible employees may contribute up to 15 % of their eligible earnings toward the semi-annual purchase of the Company's common stock, subject to any plan limitations. The purchase period under the ESPP has a duration of six months , and the purchase price with respect to each purchase period is equal to 85 % of the lesser of (i) the fair market value of the Company's common stock at the commencement of the applicable six-month purchase period or (ii) the fair market value of the Company's common stock on the exercise date. As of December 31, 2025 , 69,405 shares have been issued under the ESPP and 1,473,613 shares remain available for issuance.
The following table presents the classification of equity-based compensation expense related to equity awards granted to employees, executives, and service providers (in thousands):

 

YEAR ENDED
DECEMBER 31,

 

 

2025

 

 

2024

 

 

2023

 

Research and development expense

 

$

22,381

 

 

$

9,964

 

 

$

1,574

 

General and administrative expense

 

 

23,896

 

 

 

13,368

 

 

 

4,529

 

Total

 

$

46,277

 

 

$

23,332

 

 

$

6,103

 

 

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As of December 31, 2025, the total unrecognized compensation expense related to the Company’s stock options, unvested restricted stock awards and units and ESPP was $ 110.1 million, which the Company expects to recognize over a weighted-average period of approximately 2.3 years.
In August 2023, the Board approved two option grants to the new Chairman of the Board, (1) to purchase 50,000 shares of the Company’s common stock under the 2023 Plan (“first option”), and (2) to purchase 100,000 shares of the Company’s common stock outside of the 2023 Plan (“second option”), in which the shares underlying both options will vest and become exercisable in equal monthly installments over a three-year period from August 2023. The second option was contingent upon approval of the shares underlying the award by the Company’s stockholders at the 2024 Annual Meeting of Stockholders, and failure to obtain stockholder approval would have resulted in the forfeiture of the award. Prior to receiving stockholder approval for the second option, neither a grant date nor a service inception date occurred, and no compensation cost was recognized for the award. In June 2024, the Company's stockholders approved the shares underlying the second option at the 2024 Annual Meeting of Stockholders. Therefore, a cumulative catch-up in equity-based compensation was recognized during the second quarter of 2024 .

12. Related Parties

We consider Paragon to be a related party because Fairmount Funds Management LLC, which beneficially owns more than 5 % of Paragon, beneficially owns more than 5 % of our capital stock and has two seats on our Board of Directors (the “Board”). Under the Option Agreements and the License Agreements, Paragon received upfront consideration in the form of common units, is entitled to receive milestone and royalty payments upon specific conditions and receives payments from the Company for providing ongoing services under the agreements (see Note 8). As of December 31, 2025 and 2024, $ 2.1 million and $ 0.1 million were due to Paragon, respectively. The Company incurred research and development expenses with Paragon of $ 2.2 million, $ 19.2 million and $ 26.3 million, respectively, for the years ended December 31, 2025, 2024, and 2023 .

13. Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):

 

YEAR ENDED DECEMBER 31,

 

 

2025

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

Net loss

 

$

( 255,843

)

 

$

( 182,146

)

 

$

( 83,985

)

Net loss attributable to common stockholders, basic and diluted

 

$

( 255,843

)

 

$

( 182,146

)

 

$

( 83,985

)

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding, basic and diluted

 

 

60,690,820

 

 

 

55,193,971

 

 

 

25,005,774

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

( 4.22

)

 

$

( 3.30

)

 

$

( 3.36

)

The following potential common shares, presented based on amounts outstanding at period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the period indicated because including them would have been anti-dilutive:

 

YEAR ENDED DECEMBER 31,

 

 

2025

 

 

2024

 

 

2023

 

Stock options

 

 

5,610,444

 

 

 

5,155,414

 

 

 

2,506,017

 

Unvested restricted common stock

 

 

637,594

 

 

 

1,415,827

 

 

 

2,316,902

 

Unvested restricted stock units

 

 

177,615

 

 

 

267,564

 

 

 

144,090

 

Total

 

 

6,425,653

 

 

 

6,838,805

 

 

 

4,967,009

 

 

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14. Operating Leases

In November 2023, the Company entered into a lease agreement for lab space. In June 2024, the agreement was amended to expand the space and extend the lease term through November 2026, with the option to extend for one year. In January 2025, the agreement was amended to further expand the space. As of December 31, 2025, the remaining lease term was 0.9 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 9.1 % .
In September 2024, the Company entered into a lease agreement for office space. The lease term is five years with two one-year options to extend . As of December 31, 2025, the remaining lease term was 3.8 years and the incremental borrowing rate used to determine the operating lease liability was 6.0 % .
As of December 31, 2025, the current and non-current operating lease liabilities were $ 3.5 million and $ 5.3 million, respectively. The Company incurred lease expense of $ 4.4 million, $ 2.3 million and $ 0.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025 , the weighted average remaining lease term was 3.2 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 6.7 % .
As of December 31, 2025, the future minimum lease payments for the Company’s operating lease for each of the years ending December 31 were as follows (in thousands):

 

 

Amount

 

2026

 

$

3,916

 

2027

 

 

2,049

 

2028

 

 

2,110

 

2029

 

 

1,617

 

Thereafter

 

 

—

 

Total undiscounted lease payments

 

 

9,692

 

Present value adjustment

 

 

( 843

)

Total net lease liabilities

 

$

8,849

 

 
15. Income Tax

Apogee Therapeutics, Inc. and its U.S. subsidiary, are taxed as a consolidated C corporation for federal tax purposes. The Company’s loss before income taxes is comprised solely of domestic losses. The Company generated taxable losses for all periods presented.
The provision for income taxes consists of the following (in thousands):

 

 

YEAR ENDED DECEMBER 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

 

$

—

 

State

 

 

278

 

 

 

18

 

 

 

—

 

Total Current

 

 

278

 

 

 

18

 

 

 

—

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

—

 

 

 

—

 

 

 

—

 

State

 

 

—

 

 

 

—

 

 

 

—

 

Total Deferred

 

 

—

 

 

 

—

 

 

 

—

 

Total Provision

 

$

278

 

 

$

18

 

 

$

—

 

 

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The income taxes paid by jurisdiction consisted of the following:

 

 

YEAR ENDED DECEMBER 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Income Taxes Paid

 

 

 

 

 

 

 

 

 

Massachusetts

 

$

—

 

 

$

360

 

 

$

—

 

Total Current

 

$

—

 

 

$

360

 

 

$

—

 

The difference between the effective tax rate and the U.S. federal tax rate were as follows:

 

 

YEAR ENDED DECEMBER 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

U.S. federal statutory tax rate

 

$

( 53,669

)

 

 

( 21.0

)%

 

$

( 38,247

)

 

 

( 21.0

)%

 

$

( 17,637

)

 

 

( 21.0

)%

State and local income taxes, net of federal income tax benefit (1)

 

 

( 195

)

 

 

( 0.1

)%

 

 

( 542

)

 

 

( 0.3

)%

 

 

( 147

)

 

 

( 0.2

)%

Tax credits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development tax credits

 

 

( 6,308

)

 

 

( 2.5

)%

 

 

( 7,801

)

 

 

( 4.3

)%

 

 

( 2,151

)

 

 

( 2.6

)%

Change in valuation allowance

 

 

53,013

 

 

 

20.7

%

 

 

41,309

 

 

 

22.7

%

 

 

17,882

 

 

 

21.3

%

Nontaxable or nondeductible items

 

 

4,775

 

 

 

1.9

%

 

 

2,738

 

 

 

1.5

%

 

 

1,222

 

 

 

1.5

%

Changes in unrecognized tax benefits

 

 

2,049

 

 

 

0.8

%

 

 

2,551

 

 

 

1.4

%

 

 

865

 

 

 

1.0

%

Other adjustments

 

 

613

 

 

 

0.3

%

 

 

10

 

 

 

—

%

 

 

( 34

)

 

 

—

%

Effective tax rate

 

$

278

 

 

 

0.1

%

 

$

18

 

 

 

0.0

%

 

$

—

 

 

 

0.0

%

(1) State taxes in Massachusetts made up the majority (greater than 50%) of the tax effect in this category.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities consisted of the following (in thousands):

 

 

YEAR ENDED DECEMBER 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

Capitalized license and research and development payments

 

$

52,758

 

 

$

46,240

 

 

$

21,034

 

Net operating loss carryforwards

 

 

58,580

 

 

 

16,095

 

 

 

5,370

 

Research and development credits

 

 

14,864

 

 

 

9,947

 

 

 

2,415

 

Intangible assets

 

 

1,199

 

 

 

1,342

 

 

 

1,244

 

Stock compensation

 

 

5,599

 

 

 

2,352

 

 

 

186

 

Lease liability

 

 

2,063

 

 

 

2,849

 

 

 

502

 

Fixed asset basis differences

 

 

81

 

 

 

—

 

 

 

—

 

Other

 

 

74

 

 

 

13

 

 

 

1

 

Total deferred tax assets

 

 

135,218

 

 

 

78,838

 

 

 

30,752

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

Fixed asset basis differences

 

 

—

 

 

 

( 18

)

 

 

—

 

Right-of-use asset

 

 

( 2,025

)

 

 

( 2,737

)

 

 

( 574

)

Total deferred tax liabilities

 

 

( 2,025

)

 

 

( 2,755

)

 

 

( 574

)

Valuation allowance

 

 

( 133,193

)

 

 

( 76,083

)

 

 

( 30,178

)

Net deferred tax assets

 

$

—

 

 

$

—

 

 

$

—

 

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s cumulative net losses and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2025.

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The change in the valuation allowance for the years ended December 31, 2025 and 2024 was $ 57.1 million and $ 45.9 million, respectively. Management reevaluates the positive and negative evidence at each reporting period.
As of December 31, 2025 and 2024 , the Company had U.S. federal net operating loss carryforwards of approximately $ 250.7 million and $ 68.1 million, respectively, which have no expiration for federal tax purposes.
As of December 31, 2025 and 2024 , the Company had state net operating loss carryforwards of approximately $ 94.3 million and $ 28.5 million, respectively, which will begin to expire in 2043.
As of December 31, 2025 and 2024 , the Company had federal research and development credit carryforwards of approximately $ 16.7 million and $ 10.5 million, respectively, which will begin to expire in 2042.
The Company also had California research and development credit carryforwards of approximately $ 2.9 million and $ 1.5 million as of December 31, 2025 and 2024, respectively, which will not expire.
Additionally, the Company had Massachusetts research and development credit carryforwards of approximately $ 1.7 million and $ 2.1 million as of December 31, 2025 and 2024, respectively, which will begin to expire in 2043.
The Company will conduct a study of its research and development credit carryforwards, which may result in an adjustment to its unrecognized tax benefits. However, a full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the accompanying consolidated balance sheet or statement of operations if an adjustment were required.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):

 

 

2025

 

 

2024

 

Beginning balance

 

$

3,603

 

 

$

904

 

Changes related to tax positions taken in the prior year

 

 

42

 

 

 

28

 

Changes related to tax positions taken in the current year

 

 

2,117

 

 

 

2,671

 

Ending balance

 

$

5,762

 

 

$

3,603

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. Net operating losses are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant members over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet finalized a study to determine if any such changes have occurred that could limit its ability to use the net operating losses and tax credit carryforwards.
All tax returns will remain open for examination by the federal and state taxing authorities for three and four years , respectively, from the date of utilization of any net operating loss carryforwards or research and development credits.
It is the Company’s policy to include penalties and interest expense related to income taxes as a component of income tax expense, as necessary. As of December 31, 2025 and 2024 , the Company had no accrued interest or penalties related to uncertain tax positions.

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The Tax Cuts and Jobs Act (“TCJA”) included a change in the treatment of research and development expenditures for tax purposes under Section 174. Effective for tax years beginning after December 31, 2021, specified R&D expenditures must undergo a 5-year amortization period for domestic spend and a 15-year amortization period for foreign spend. Prior to the effective date (2021 tax year and prior), taxpayers were able to immediately expense R&D costs under Section 174(a) or had the option to capitalize and amortize R&D expenditures over a 5-year recovery period under Section 174(b).
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. OBBBA introduces significant changes to U.S. income-tax legislation. Key provisions affecting the Company include (i) permanent immediate expensing of domestic research and experimental expenditures starting January 1, 2025, and (ii) 100 percent bonus depreciation for qualified property placed in service after January 19, 2025. The Company has evaluated the current legislation at this time and has appropriately adopted the new rules under OBBBA.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. Under the ASU, public business entities (“PBEs”) must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate).” FASB released the ASU in response to stakeholder feedback indicating that “the existing income tax disclosures should be enhanced to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.”
The ASU’s amendments are effective for PBEs for annual periods beginning after December 15, 2024. The Company adopted ASU 2023‑09 in the current annual period and elected to apply the amendments retrospectively to all periods presented to enhance comparability of income tax disclosures, including the rate reconciliation and disaggregation of income taxes paid.

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16. Segment Information

The Company has one operating segment and one reporting unit. The Company’s chief operating decision maker ( “CODM” ), its Chief Executive Officer , manages the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources. All of the Company’s assets are located in the United States.
The following table summarizes the Company’s segment information for the periods presented (in thousands):

 

 

YEAR ENDED DECEMBER 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Operating expenses (1) :

 

 

 

 

 

 

 

 

 

Research and development personnel-related (excluding equity-based compensation)

 

$

68,490

 

 

$

39,013

 

 

$

9,387

 

External research and development costs - zumilokibart (APG777)

 

 

76,441

 

 

 

49,241

 

 

 

21,644

 

External research and development costs - APG990 / APG279

 

 

16,250

 

 

 

20,000

 

 

 

—

 

External research and development costs - APG333 / APG273

 

 

5,257

 

 

 

28,095

 

 

 

—

 

External research and development costs - APG808

 

 

3,136

 

 

 

10,311

 

 

 

20,801

 

External-discovery related costs and other

 

 

22,469

 

 

 

11,064

 

 

 

15,019

 

General and administrative personnel-related (excluding equity-based compensation)

 

 

26,740

 

 

 

16,935

 

 

 

8,047

 

General and administrative operations (2)

 

 

19,117

 

 

 

18,690

 

 

 

12,002

 

Equity-based compensation

 

 

46,277

 

 

 

23,332

 

 

 

6,103

 

Depreciation expense

 

 

1,418

 

 

 

189

 

 

 

—

 

Interest income

 

 

( 30,030

)

 

 

( 34,742

)

 

 

( 9,018

)

Provision for income taxes

 

 

278

 

 

 

18

 

 

 

—

 

Consolidated net loss

 

$

255,843

 

 

$

182,146

 

 

$

83,985

 

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM

(2) General and administrative operations are comprised of finance, investor relations, business development, human resources, legal, facilities & IT, and certain other overhead expenses

17. Subsequent Events

The Company evaluated subsequent events through the date on which these financial statements were issued to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the financial statements as of December 31, 2025 and events which occurred subsequently and not recognized in the financial statements. No subsequent events have occurred that require disclosure.

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
I tem 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on the foregoing evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.
As of December 31, 2025, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, and has issued an attestation report, which is included herein.
 

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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Apogee Therapeutics, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Apogee Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Apogee Therapeutics, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated March 2, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 2, 2026

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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Trading Plans
During the quarter ended December 31, 2025 , no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Item 9 C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.

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PA RT III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the 2026 Proxy Statement, including under headings “Executive Compensation,” “Election of Directors,” and “Corporate Governance,” “Insider Trading Policy and Anti-Hedging Policy” and, as applicable, “Delinquent Section 16(a) Reports.”
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the 2026 Proxy Statement, including under headings “Executive Compensation” and “Corporate Governance.”
Item 12. Security Ownership of Certain beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the 2026 Proxy Statement, including under headings “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation-Securities Authorized for Issuance Under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the 2026 Proxy Statement, including under headings “Corporate Governance” and “Certain Relationships and Related Party Transactions.”
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the 2026 Proxy Statement, including under the heading “Ratification of Independent Auditor Appointment.”

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PART IV
Item 15. Exhibits
1. Financial Statements : For a list of the financial statements included herein, see the Index to the Financial Statements on page 107 of this Annual Report, which is incorporated into this Item by reference.

2. Financial Statement Schedules: Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.

 

 

 

 

Exhibit
Number

 

Description of Exhibit

2.1

 

Contribution and Exchange Agreement, effective July 13, 2023, by and among the Company and the Unit Holders named therein (incorporated by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

3.2

 

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

4.1

 

Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1/A filed on July 3, 2023).

 

 

 

4.2

 

Registration Rights Agreement, dated July 13, 2023, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

4.3

 

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 10, 2025).

 

 

 

4.4

 

Description of the Company's Securities (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on March 3, 2025).

 

 

 

10.1+

 

Employment Agreement, dated August 25, 2023, by and between the Company and Michael Henderson, M.D. (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

10.2+

 

Employment Agreement, dated August 25, 2023, by and between the Company and Jane Pritchett Henderson (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

10.3+

 

Employment Agreement, dated August 25, 2023, by and between the Company and Carl Dambkowski, M.D. (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

10.4+

 

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1/A filed on July 3, 2023).

 

 

 

10.5+

 

Equity Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).

 

 

 

10.6+

 

Equity Incentive Plan Form of Restricted Unit Award Grant Notice (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on March 5, 2024).

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10.7*

 

Apogee Therapeutics, Inc. Executive Severance Policy, dated August 25, 2023

 

 

 

10.8#

 

Antibody Discovery and Option agreement, dated February 24, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.9

 

Amendment No. 1 to Antibody Discovery and Option agreement, dated November 10, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.10#

 

IL-13 License Agreement, dated November 4, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.11

 

Amendment No. 1 to IL-13 License Agreement, dated November 10, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.12#

 

2023 Option Agreement, dated November 9, 2023, by and between the Company and Paragon Therapeutics, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023).

 

 

 

10.13#

 

IL-4Rα License Agreement, dated April 3, 2023, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.14#

 

OX40L License Agreement, dated April 28, 2023, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.15#

 

TSLP License Agreement, dated August 9, 2024 by and between Paragon Therapeutics, Inc. and Apogee Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on August 11, 2025).

 

 

 

10.17

 

Novation Agreement, dated April 1, 2023, by and between Paragon Therapeutics, Inc., Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) and WuXi Biologics (Hong Kong) Limited (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.18#

 

Biologics Master Services Agreement, dated June 20, 2022 by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.19#

 

Cell Line License Agreement, effective as of June 20, 2022, by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023).

 

 

 

10.20#

 

Master Services Agreement, effective February 28, 2025, by and between the Company and Samsung Biologics Co. (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on May 12, 2025).

 

 

 

10.21#

 

Product Specific Agreement, effective February 28, 2025, by and between the Company and Samsung Biologics Co. (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on May 12, 2025).

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10.22+

 

First Amendment to the Apogee Therapeutics 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 12, 2024).

 

 

 

10.23

 

License Agreement, dated November 22, 2023, by and between the Company and MIL 6T, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 12, 2024).

 

 

 

10.24

 

First Amendment to License Agreement, dated December 4, 2023, by and between the Company and MIL 6T, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 12, 2024).

 

 

 

10.25

 

Second Amendment to License Agreement, dated February 26, 2024, by and between the Company and MIL 6T, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on August 12, 2024).

 

 

 

10.26

 

Third Amendment to License Agreement, dated June 10, 2024, by and between the Company and MIL 6T, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on August 12, 2024).

 

 

 

10.27

 

Fourth Amendment to License Agreement, dated January 23, 2025, by and between the Company and MIL 6T, LLC (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on May 12, 2025).

 

 

 

10.28

 

Open Market Sale Agreement SM dated August 12, 2024 between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.2 of the Company's Registration Statement on Form S-3 filed on August 12 2024).

 

 

 

10.29*+

 

Non-Employee Director Compensation Policy.

 

 

 

19.1*

 

Insider Trading Policy.

 

 

 

21.1

 

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed on March 3, 2025).

 

 

 

23.1*

 

Consent of Ernst & Young LLP.

 

 

 

31.1*

 

Certification of the principal executive officer pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934.

 

 

 

31.2*

 

Certification of the principal financial officer pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934.

 

 

 

32.1*(1)

 

Certification of the principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350 and Rule 13a‑14(b) under the Securities Exchange Act of 1934.

 

 

 

97.1

 

Incentive Compensation Clawback Policy  (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed on March 5, 2024).

 

 

 

101.INS*

 

Inline XBRL Instance Document

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition

 

 

 

146

Table of Contents

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104*

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
* Filed herewith
+ Indicates management contract or compensatory plan.
# Portions of the exhibit have been omitted for confidentiality purposes.
(1) Furnished herewith and not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liability of such section, and not to be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 16 . Form 10‑K Summary.
None.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Apogee Therapeutics, Inc.

 

 

 

Date: March 2, 2026

 

 

 

By:

/s/ Michael Henderson, M.D.

 

 

Michael Henderson, M.D.

 

 

Director and Chief Executive Officer

 

 

(principal executive officer)

 

 

 

Date: March 2, 2026

 

 

 

By:

/s/ Jane Pritchett Henderson

 

 

Jane Pritchett Henderson

 

 

Chief Financial Officer

 

 

(principal financial and accounting officer)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

Signature

 

Title

Date

 

 

 

 

 

/s/ Michael Henderson, M.D.

 

Director and Chief Executive Officer

 

March 2, 2026

Michael Henderson, M.D.

 

( principal executive officer )

 

 

 

 

 

 

/s/ Jane Pritchett Henderson

 

Chief Financial Officer

 

March 2, 2026

Jane Pritchett Henderson

 

( principal financial and accounting officer )

 

 

 

 

 

 

/s/ Mark C. McKenna

 

 

 

 

Mark C. McKenna

 

Chair and Director

 

March 2, 2026

 

 

 

 

 

/s/ Peter Harwin

 

 

 

 

Peter Harwin

 

Director

 

March 2, 2026

 

 

 

 

 

/s/ Jennifer Fox

 

 

 

 

Jennifer Fox

 

Director

 

March 2, 2026

 

 

 

 

 

/s/ Andrew Gottesdiener, M.D.

 

 

 

 

Andrew Gottesdiener, M.D.

 

Director

 

March 2, 2026

 

 

 

 

 

/s/ Tomas Kiselak

 

 

 

 

Tomas Kiselak

 

Director

 

March 2, 2026

 

 

 

 

 

/s/ William Jones, Jr.

 

 

 

 

William Jones, Jr.

 

Director

 

March 2, 2026

 

 

 

 

 

/s/ Nimish Shah

 

 

 

 

Nimish Shah

 

Director

 

March 2, 2026

 

 

 

 

 

/s/ Lisa Bollinger, M.D.

 

 

 

 

Lisa Bollinger, M.D.

 

Director

 

March 2, 2026

 

148