Apogee Therapeutics, Inc. 10-K

Item 7A . Quantitative and Qualitative Disclosures About Market Risk We are no longer a smaller reporting company and have transitioned to a large accelerated filer, each as defined in Rule 12b-2 of the Exchange Act. In accordance with SEC rules for this transition, we are not required to provide information under this item. 121 Table of Contents Item 8. Financ ial Statements and Supplementary Data Apogee Therapeutics, Inc. INDEX TO FINANCIAL STATEMENTS Page Report of the Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 123 Consolidated Balance Sheets 125 Consolidated Statements of Operations 126 Consolidated Statements of Comprehensive Loss 127 Consolidated Statements of Preferred Units and Stockholders’ Equity/Members’ Deficit 128 Consolidated Statements of Cash Flows 129 Notes to the Consolidated Financial Statements 130 122 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Apogee Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Apogee Therapeutics, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accrued Manufacturing Expenses Description of the Matter The Company’s accrued manufacturing expenses balance totaled $15.5 million as of December 31, 2024. As discussed in Note 2 to the consolidated financial statements, the Company estimates the value of goods and services received in the reporting period based on the level of services performed, and progress in the period in cases 123 Table of Contents when the Company has not received an invoice from the supplier. The Company makes these estimates based on a number of factors, including the Company’s knowledge of progress towards completion of certain tasks to be performed, invoicing to date under the contracts, communication from vendors of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred. Auditing the Company’s accrued manufacturing expenses was complex in the context of our audit due to the volume of the Company’s manufacturing activities. Furthermore, due to the duration of the Company’s manufacturing programs, and the timing of information received from third parties, the actual amounts incurred may not be known at the time the consolidated financial statements are issued. How We Addressed the Matter in Our Audit To evaluate accrued manufacturing expenses, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used by management to determine the accruals. We evaluated the progress of manufacturing activities through discussion with the Company’s personnel that oversee the Company’s programs and inspected the Company’s contracts with third parties and any pending change orders to assess the impact on amounts recorded. In addition, we compared management’s assessment of costs incurred to date to confirmations obtained directly from third parties. We also analyzed fluctuations in accruals by vendor and by program throughout the period subject to audit and tested subsequent invoices received from third parties. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2023. Boston, Massachusetts March 3, 2025 124 Table of Contents PART I – FINANCIAL INFORMATION APOGEE THERAPEUTICS, INC. CONSOLIDA TED BALANCE SHEETS (In thousands, except unit/share data) DECEMBER 31, 2024 DECEMBER 31, 2023 Assets Current assets: Cash and cash equivalents $ 141,789 $ 118,316 Marketable securities 378,864 277,143 Prepaid expenses and other current assets 9,060 2,950 Total current assets 529,713 398,409 Long-term marketable securities 210,416 — Property and equipment, net 1,959 377 Right-of-use asset, net 11,365 2,217 Other non-current assets 498 401 Total assets $ 753,951 $ 401,404 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 1,071 $ 2,143 Lease liability 3,234 1,101 Accrued expenses and other current liabilities 24,255 17,314 Total current liabilities 28,560 20,558 Long-term liabilities: Lease liability, net of current 8,597 933 Total liabilities 37,157 21,491 Commitments and contingencies (Note 9) Stockholders' equity: Common Stock; $ 0.00001 par value, 400,000,000 authorized, 59,478,725 issued and 58,062,898 outstanding as of December 31, 2024; 400,000,000 authorized, 50,655,671 issued and 48,338,769 outstanding as of December 31, 2023 1 — Additional paid-in capital 1,021,794 503,354 Accumulated other comprehensive income 915 329 Accumulated deficit ( 305,916 ) ( 123,770 ) Total stockholders’ equity 716,794 379,913 Total liabilities and stockholders’ equity $ 753,951 $ 401,404 The accompanying notes are an integral part of these consolidated financial statements. 125 Table of Contents APOGEE THERAPEUTICS, INC. CONSOLIDATED S TATEMENTS OF OPERATIONS (In thousands, except share and per share data) YEAR ENDED DECEMBER 31, 2024 2023 Operating expenses: Research and development (1) $ 167,865 $ 68,424 General and administrative (2) 49,005 24,579 Total operating expenses 216,870 93,003 Loss from operations ( 216,870 ) ( 93,003 ) Other income, net: Interest income, net 34,742 9,018 Total other income, net 34,742 9,018 Net loss before taxes ( 182,128 ) ( 83,985 ) Provision for income taxes ( 18 ) — Net loss after taxes $ ( 182,146 ) $ ( 83,985 ) Net loss per share, basic and diluted $ ( 3.30 ) $ ( 3.36 ) Weighted-average common shares outstanding, basic and diluted 55,193,971 25,005,774 (1) Includes related party amounts of $ 19,179 for the year ended December 31, 2024 and $ 26,285 for the year ended December 31, 2023 . (2) No related party amounts for the year ended December 31, 2024 and $ 33 for the year ended December 31, 2023 . The accompanying notes are an integral part of these consolidated financial statements. 126 Table of Contents APOGEE THERAPEUTICS, INC. CONSOLIDATED STATE MENTS OF COMPREHENSIVE LOSS (In thousands) YEAR ENDED DECEMBER 31, 2024 2023 Net loss $ ( 182,146 ) $ ( 83,985 ) Change in unrealized gains on marketable securities, net of tax 586 329 Comprehensive loss $ ( 181,560 ) $ ( 83,656 ) The accompanying notes are an integral part of these consolidated financial statements. 127 Table of Contents APOGEE THERAPEUTICS, INC. CONSOLIDATED STATE MENTS OF PREFERRED UNITS AND STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT (In thousands, except unit/share data) SERIES A PREFERRED UNITS SERIES B PREFERRED UNITS COMMON UNITS INCENTIVE UNITS COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE INCOME TOTAL STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT SHARES AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT Balance at December 31, 2022 20,000,000 $ 28,971 45,089,212 $ 148,496 5,000,000 $ 2,251 1,625,086 $ 2,142 — $ — $ — $ ( 39,785 ) $ — $ ( 35,392 ) Vesting of incentive units — — — — — — 922,338 — — — — — — — Conversion of preferred, common, and incentive units into common stock ( 20,000,000 ) ( 28,971 ) ( 45,089,212 ) $ ( 148,496 ) ( 5,000,000 ) ( 2,251 ) ( 2,547,424 ) ( 4,686 ) 27,597,438 — 184,404 — — 177,467 Common stock issued in IPO, net of issuance costs of $ 29,666 — — — — — — — — 20,297,500 — 315,391 — — 315,391 Vesting of restricted stock — — — — — — — — 443,831 — — — — — Equity-based compensation expense — — — — — — — 2,544 — — 3,559 — — 6,103 Change in unrealized gain on marketable securities, net of tax — — — — — — — — — — — — 329 329 Net loss — — — — — — — — — — — ( 83,985 ) — ( 83,985 ) Balance at December 31, 2023 — $ — — $ — — $ — — $ — 48,338,769 $ — $ 503,354 $ ( 123,770 ) $ 329 $ 379,913 Common stock issued, net of issuance costs of $ 33,045 — — — — — — — — 7,790,321 1 449,954 — — 449,955 Common stock issued, net of issuance costs of $ 1,386 , under ATM equity offering program — — — — — — — — 926,049 — 43,528 — — 43,528 Vesting of restricted stock — — — — — — — — 937,083 — — — — — Issuance of common stock upon exercise of stock options — — — — — — — — 43,025 — 852 — — 852 Issuance of common stock under employee stock purchase plan — — — — — — — — 27,651 — 774 — — 774 Equity-based compensation expense — — — — — — — — — — 23,332 — — 23,332 Change in unrealized gain on marketable securities, net of tax — — — — — — — — — — — — 586 586 Net loss — — — — — — — — — — — ( 182,146 ) — ( 182,146 ) Balance at December 31, 2024 — $ — — $ — — $ — — $ — 58,062,898 $ 1 $ 1,021,794 $ ( 305,916 ) $ 915 $ 716,794 The accompanying notes are an integral part of these consolidated financial statements. 128 Table of Contents APOGEE THERAPEUTICS, INC. CONSOLIDATE D STATEMENTS OF CASH FLOWS (In thousands) YEAR ENDED DECEMBER 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 182,146 ) $ ( 83,985 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation expense 189 — Equity-based compensation expense 23,332 6,103 Amortization of discounts on marketable securities ( 12,241 ) ( 3,071 ) Non-cash lease expense 1,694 87 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 6,080 ) ( 2,785 ) Other assets ( 97 ) ( 107 ) Accounts payable ( 1,072 ) 1,613 Operating lease liability ( 1,045 ) ( 270 ) Accrued expenses 6,292 7,654 Net cash used in operating activities ( 171,174 ) ( 74,761 ) Cash flows from investing activities: Purchases of marketable securities ( 649,450 ) ( 303,743 ) Maturities of marketable securities 350,140 30,000 Purchases of property and equipment ( 1,152 ) ( 167 ) Net cash used in investing activities ( 300,462 ) ( 273,910 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of issuance costs 449,955 315,391 Proceeds from issuance of common stock under ATM equity offering program, net of issuance costs 43,528 — Proceeds from exercise of options and employee stock purchase plan purchases 1,626 — Net cash provided by financing activities 495,109 315,391 Increase (decrease) in cash, cash equivalents and restricted cash 23,473 ( 33,280 ) Cash, cash equivalents and restricted cash, beginning of period 118,610 151,890 Cash, cash equivalents and restricted cash, end of period $ 142,083 $ 118,610 Supplemental disclosures of non-cash activities: Exchange of 72,636,636 preferred, common, and incentive units in connection with the Reorganization (Note 1) $ — $ 184,404 Operating lease right-of-use asset obtained in exchange for operating lease liability $ 10,842 $ 2,304 Deferred financing issuance costs in accounts payable and accrued expenses $ 30 $ — Purchases of property and equipment included in accounts payable and accrued expenses $ 619 $ 210 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 141,789 $ 118,316 Restricted cash $ 294 $ 294 Total $ 142,083 $ 118,610 The accompanying notes are an integral part of these consolidated financial statements. 129 Table of Contents APOGEE THERAPEUTICS, INC. NOTES TO CONSOLID ATED FINANCIAL STATEMENTS 1. Nature of the Business Apogee Therapeutics, Inc., together with its consolidated subsidiaries (collectively, “Apogee” or the “Company”), a successor to Apogee Therapeutics, LLC, is a clinical-stage biotechnology company advancing novel biologics with potential for differentiated efficacy and dosing in the largest inflammatory and immunology (“I&I”) markets, including for the treatment of atopic dermatitis (“AD”), asthma, eosinophilic esophagitis (“EoE”), chronic obstructive pulmonary disease (“COPD”) and other I&I indications. Apogee’s antibody programs are designed to overcome limitations of existing therapies by targeting well-established mechanisms of action and incorporating advanced antibody engineering to optimize half-life and other properties. The Company commenced its operations in February 2022 as a Delaware limited liability company named Apogee Therapeutics, LLC. The Company was founded by leading healthcare investors, Fairmount Funds Management LLC and Venrock Healthcare Capital Partners and has since assembled a management team of drug developers and an executive team with significant experience in clinical development, manufacturing of biologics and leading public biopharmaceutical company operations, financing and transactions. As a result of the Reorganization (as defined below) and in connection with the Company’s initial public offering (“IPO”) in July 2023, the Company directly wholly owns the assets of Apogee Therapeutics, LLC, including the stock of its subsidiary. In addition, the Company engages third parties, including Paragon Therapeutics, Inc. (“Paragon”), who is also a related party, to perform ongoing research and development and other services on its behalf. 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 rights, 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. In November 2023, the Company entered into an additional antibody discovery and option agreement for the thymic stromal lymphopoietin (“TSLP”) target 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. In November 2022, the Company exercised its option available under the 2022 Option Agreement with respect to the IL-13 Research Program (as defined below) and, in April 2023, the Company exercised its options available under the 2022 Option Agreement with respect to the IL-4Rα Research Program and the OX40L Research Program. Upon such exercises, the parties entered into associated license agreements for each target. Under the terms of each license agreement, 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. In August 2024, the Company exercised its option under the 2023 Option Agreement with the respect to the TSLP Research Program. The Company is solely responsible for the development, manufacture and commercialization of IL-13, IL-4Rα, OX40L and TSLP product candidates and products at its own cost and expense. On July 13, 2023, the Company completed a reorganization, pursuant to which the members of Apogee Therapeutics, LLC contributed their units in Apogee Therapeutics, LLC to Apogee Therapeutics, Inc. in exchange for shares of common stock or non-voting common stock of Apogee Therapeutics, Inc. (the “Reorganization”), as follows: • holders of Series A Preferred Units of Apogee Therapeutics, LLC received 7,678,000 shares of non-voting common stock of Apogee Therapeutics, Inc.; 130 Table of Contents • holders of Series B Preferred Units of Apogee Therapeutics, LLC received 11,501,108 shares of common stock and 5,808,642 shares of non-voting common stock of Apogee Therapeutics, Inc.; • holders of common units of Apogee Therapeutics, LLC received 1,919,500 shares of common stock of Apogee Therapeutics, Inc.; • holders of vested incentive units of Apogee Therapeutics, LLC received 690,188 shares of common stock of Apogee Therapeutics, Inc.; and • holders of unvested incentive units of Apogee Therapeutics, LLC received 2,779,358 shares of restricted common stock of Apogee Therapeutics, Inc. In July 2023, the Company completed its IPO, pursuant to which it issued and sold an aggregate of 20,297,500 shares of its common stock (inclusive of 2,647,500 shares pursuant to the exercise of the underwriters’ overallotment option in full) at the IPO price of $ 17.00 per share for net cash proceeds of $ 315.4 million, after deducting underwriting discounts and commissions and other offering expenses. The shares of Apogee Therapeutics, Inc. began trading on the Nasdaq Global Market on July 14, 2023 under the symbol APGE. On March 12, 2024, the Company issued and sold an aggregate of 7,790,321 shares of its common stock (inclusive of 1,016,128 shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares) at a public offering price of $ 62.00 per share, for aggregate net proceeds of $ 450.0 million after deducting underwriting discounts and commissions and other offering expenses. The Company is subject to risks and uncertainties common to early stage companies in the biotechnology industry, including, but not limited to, completing preclinical studies and clinical trials, obtaining regulatory approval for its programs, market acceptance of products, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, and the ability to raise additional capital to fund operations. The Company’s programs currently under development, APG777, APG990, APG333 and APG808, will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company has primarily funded its operations with proceeds from the sales of preferred units and common stock and has not generated any revenue since inception. As a result, the Company will need substantial additional funding to support its continued operations and growth strategy. Until such a time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of equity, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may be unable to raise additional funds or enter into such other agreements on favorable terms, or at all. If the Company fails to raise capital or enter into such agreements as, and when, needed, the Company may have to significantly delay, scale back or discontinue the development and commercialization of one or more of its programs. Company Liquidity The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued. The Company had an accumulated deficit of $ 305.9 million as of December 31, 2024. Further, the Company incurred a net loss of $ 182.1 million and experienced negative cash flows from operations of $ 171.2 million for the year ended December 31, 2024. Based on the Company’s current operating plan, it estimates that its existing cash and cash equivalents of $ 141.8 million, marketable securities of $ 378.9 million and long-term marketable securities of $ 210.4 million as of December 31, 2024, will be sufficient to enable the Company to fund its operating expenses and capital requirements through at least the next 12 months from the issuance of these consolidated financial statements. The Company is subject to those risks associated with any biotechnology company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development 131 Table of Contents projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and be forced to reduce its operations. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements prior to the Reorganization include the accounts of Apogee Therapeutics, LLC and its wholly-owned subsidiary, Apogee Biologics, Inc. The consolidated financial statements subsequent to the Reorganization include the accounts of Apogee Therapeutics, Inc. and its wholly-owned subsidiaries, Apogee Therapeutics Securities Corporation, formed as a Massachusetts security corporation in September 2024, and Apogee Biologics, Inc. Until December 31, 2024, when Apogee Biologics, Inc. merged with and into Apogee Therapeutics, Inc. with Apogee Therapeutics, Inc. surviving the merger. These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). In the Company’s management opinion, the information furnished in these consolidated financial statements reflect all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Apogee Therapeutics, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Significant estimates relied upon in preparing the accompanying consolidated financial statements include, among others: research and development expenses and related prepaid or accrued costs, the valuation of equity-based compensation awards and related expense. Segments The Company has one operating segment and one reporting unit. The Company’s chief operating decision maker, 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. 132 Table of Contents Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: Level 1— Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2— Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3— Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Items measured at fair value on a recurring basis as of December 31, 2024 include cash equivalents and marketable securities (Notes 3 and 4). The carrying amounts reflected in the accompanying consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term nature. Property and Equipment, net Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: ESTIMATED USEFUL LIFE Laboratory equipment 5 years Leasehold improvements Shorter of the lease term or useful life Upon disposal, retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations. Expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. Preferred Units The Company has classified the preferred units as temporary equity because the units could become effectively settled for cash or other assets due to certain contingent event clauses that are outside of the Company’s control. The preferred units are not currently settleable, but are entitled to a distribution of available proceeds upon a change of control or a sale event which is a bona fide, negotiated transaction in which the Company has determined to affect a change of control. Because the occurrence of a change of control and a sale event is not currently probable, the carrying values of the preferred units are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the preferred units would be made only when the change of control or sale event becomes probable. All outstanding preferred units were exchanged for shares of common stock (or non-voting common stock in lieu therefor) in connection with the IPO in July 2023. 133 Table of Contents Research and Development Expense Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, overhead costs, contract services and other related costs. The value of goods and services received from contract research organizations and contract manufacturing organizations in the reporting period are estimated based on the level of services performed, and progress in the period in cases when the Company has not received an invoice from the supplier. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the specific tasks to be performed, invoicing to date under the contracts, communication from the vendors of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company makes estimates and judgments about future taxable income based on assumptions that are consistent with the Company’s plans and estimates. Should the actual amounts differ from these estimates, the amount of the Company’s valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to the tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit to the extent that the position is more likely than not to be sustained on examination by the taxing authorities based on the technical merits of the position as well as consideration of the available facts and circumstances. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in interest-bearing money market funds, U.S. treasury securities, U.S. Government agency securities, and commercial paper. 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. 134 Table of Contents 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. Equity-Based Compensation Prior to the Reorganization, the Company issued equity-based awards to employees, managers, executives, non-employees and service providers in the form of common units and incentive units. Subsequent to the Reorganization, the Company issued 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 (“ASC 718”). Due to the absence of an active market for the Company’s common units or incentive units prior to the completion of the IPO, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation , to estimate the fair value of its common units and incentive units. The estimated fair value of the common units and incentive units was determined at each grant date based upon a variety of factors, including the illiquid nature of the common units, arm’s-length sales of the Company’s equity units (including preferred units), the effect of the rights and preferences of the preferred unit unitholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could have resulted in different fair values of the common units and incentive units at each valuation date. Subsequent to the completion of the IPO, 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. 135 Table of Contents 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, 2024 , 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, 2024 and December 31, 2023, 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 third-party contract manufacturers to produce and process its programs, APG777, APG990, APG333 and APG808, for preclinical and clinical 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, 2024 and December 31, 2023 , the Company had no off-balance sheet risks such as foreign exchange contracts, option contracts or other foreign hedging arrangements. 136 Table of Contents 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 follows the two-class method when computing net loss per share. Prior to the Reorganization, the Company issued units that met the definition of participating securities, including the Company’s Series A Preferred Units, the Series B Preferred Units, and vested incentive units (each a participating security), and subsequent to the Reorganization, 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. The two-class method determines net loss per unit and net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income for the period to be allocated between common and participating securities based upon their respective rights to share in the income as if all income for the period had been distributed. Prior to the Reorganization, during periods of loss, there was no allocation required under the two-class method since the participating securities did not have a contractual obligation to fund the losses of the Company. Subsequent to the Reorganization, 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. 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. 137 Table of Contents 3. Marketable Securities The following is a summary of the Company’s investing portfolio (in thousands): 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, 2023 UNREALIZED COST GAINS LOSSES FAIR VALUE Marketable securities: U.S. treasury securities $ 123,836 $ 140 $ ( 2 ) $ 123,974 Debt securities issued by U.S. government agencies 152,978 199 ( 8 ) 153,169 $ 276,814 $ 339 $ ( 10 ) $ 277,143 As of December 31, 2024, the Company had 20 securities with a total fair market value of $ 130.3 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, 2024 and December 31, 2023. 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, 2024 and 2023 . 138 Table of Contents 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, 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 AS OF DECEMBER 31, 2023 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash equivalents: Money market funds $ 110,655 $ — $ — $ 110,655 Marketable securities: U.S. treasury securities 123,974 — — 123,974 Debt securities issued by U.S. government agencies — 153,169 — 153,169 $ 234,629 $ 153,169 $ — $ 387,798 5. Property and Equipment, net Property and Equipment, net consisted of the following (in thousands): DECEMBER 31, 2024 DECEMBER 31, 2023 Lab equipment $ 1,285 $ 377 Leasehold improvements 863 — Less: Accumulated depreciation ( 189 ) — Total $ 1,959 $ 377 The Company recognized $ 0.2 million of depreciation expense for the year ended December 31, 2024. The Company recognized an immaterial amount of depreciation expense for the year ended December 31, 2023 . 6. Prepaids and Other Assets Prepaid expenses and other current assets consisted of the following (in thousands): DECEMBER 31, 2024 DECEMBER 31, 2023 Prepaid expenses $ 2,621 $ 1,736 Interest receivable 4,697 1,214 Other current assets 1,742 — Total $ 9,060 $ 2,950 As of December 31, 2024 and December 31, 2023 , 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 and December 31, 2023 . 139 Table of Contents 7. Accrued Expenses Accrued expenses consisted of the following (in thousands): DECEMBER 31, 2024 DECEMBER 31, 2023 Accrued external research and development expenses $ 4,957 $ 6,685 Accrued manufacturing expenses 15,505 9,219 Accrued employee compensation 1,895 167 Accrued other 1,898 1,243 Total $ 24,255 $ 17,314 8. Other Significant Agreements Paragon Option and License Agreements For the year ended December 31, 2024, the Company recognized $ 19.2 million of research and development expense in connection with services provided by Paragon under the Option and License Agreements. For the year ended December 31, 2023, the Company recognized $ 26.3 million of research and development expense in connection with services provided by Paragon under the Option and License Agreements. 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, 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. Unless terminated earlier, the 2022 Option Agreement 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 “2022 Term”). Upon the expiration of the 2022 Term for all then-existing Research Programs, under the 2022 Option Agreement, the 2022 Option Agreement will automatically expire in its entirety. The Company may terminate the 2022 Option Agreement or any Research Program at any time for any or no reason upon 30 days ’ prior written notice to Paragon, provided that 140 Table of Contents 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 connection with its activities under any terminated Research Program. Each party has the right to terminate the 2022 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. 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 (see Note 10). 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 that outlines 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 either 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 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. 141 Table of Contents 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 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”). 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 142 Table of Contents 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. The Company concluded that each of the License Agreements constitutes an asset acquisition of in-process research and development assets with no alternative future use. Each of the arrangements did not qualify as a business combination because substantially all of the fair value of the assets acquired was concentrated in the license which comprises a single identifiable asset. Therefore, the aggregate acquisition cost for each license was recognized as research and development expense. 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 our APG777, APG990, APG333 and APG808 programs, as well as potential future programs, 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 year ended December 31, 2024 , the Company recognized $ 31.8 million of research and development expense in connection with the WuXi Biologics MSA, compared to $ 20.2 million for the year ended December 31, 2023. 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 a component of the Company’s APG777, APG990, APG333 and APG808 programs. In consideration for the license, the Company 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. 143 Table of Contents The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon six months ’ prior written notice and the Company's 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 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. Letter of Intent — Samsung Biologics Limited In the fourth quarter of 2024, the Company executed a letter of intent for the manufacturing of drug product with Samsung Biologics, under which the Company recognized $ 9.9 million of research and development expense. 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. 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, 2024, 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, 2024 and December 31, 2023. 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. Preferred Shares As of December 31, 2022, the Company had authorized, issued and outstanding an aggregate of 65,089,212 preferred units, of which 20,000,000 units had been designated as Series A Preferred Units and 45,089,212 units had been designated as Series B Preferred Units. All outstanding preferred units were exchanged for 24,987,750 shares of common stock (or non-voting common stock in lieu thereof) in connection with the IPO in July 2023. As of December 31, 2024 and 2023, the Company did not have any outstanding preferred units. Series A Preferred Units On February 24, 2022, the Company executed the Series A Preferred Unit Purchase Agreement (the “Series A Agreement”) to issue and sell up to 20,000,000 Series A Preferred Units at a purchase price of $ 1.00 per unit. In the initial closing on February 24, 2022, the Company issued 5,000,000 Series A Preferred Units at a purchase price of $ 1.00 , resulting in gross cash proceeds to the Company of $ 5.0 million, and incurred $ 0.2 million of issuance costs. 144 Table of Contents The Series A Agreement provided for three tranche option closings following the initial closing (the “Tranche Options”), which Tranche Option closings were subject to approval of the Board of Managers of Apogee Therapeutics, LLC (the “Board of Managers”), which was controlled by the holders of the Series A Preferred Units. The Board of Managers approved all such subsequent closings resulting in investors purchasing 5,000,000 Series A Preferred Units in each of the three subsequent Tranche Option closings throughout 2022. As a result, the Company received an aggregate of $ 20.0 million in gross proceeds associated with the Series A Agreement. The Company assessed the Tranche Options and concluded that they met the definition of a freestanding financial instrument, as the Tranche Options were legally detachable and separately exercisable from the Series A Preferred Units. Therefore, the Company allocated the proceeds between the Tranche Options and the Series A Preferred Units sold at the initial closing. As the Series A Preferred Units are contingently redeemable upon an event that is not completely within the control of the Company, the Tranche Options are classified as an asset or liability and are initially recorded at fair value. The Tranche Options are measured at fair value at each reporting period, through the settlement of the instrument. Since the Tranche Options are subject to fair value accounting, the Company allocated $ 1.1 million of the initial proceeds to the Tranche Options based on the fair value at the date of issuance with the remaining proceeds beings allocated to the Series A Preferred Units. Upon the Tranche Option closings in August and October 2022, the respective Tranche Option value was remeasured at fair value and then reclassified to Series A Preferred Units upon settlement. Series B Preferred Units On November 15, 2022, the Company executed the Series B Preferred Unit Purchase Agreement (the “Series B Agreement”) to issue and sell 45,089,212 Series B Preferred Units in a single closing at a purchase price of $ 3.30456 per unit, resulting in gross cash proceeds to the Company of $ 149.0 million. The Company incurred $ 0.5 million of issuance costs in connection with the issuance of the Series B Preferred Units. Embedded Securities Evaluation The Company assessed the Series A Preferred Units and the Series B Preferred Units for any features that may require separate accounting under FASB ASC Topic 815‑ Derivatives and Hedging (“ASC 815”). The Company concluded that none of the features required separate accounting as a derivative. 11. Common Stock In July 2023, the Company completed its IPO, selling an aggregate 20,297,500 shares of common stock. All outstanding preferred units were exchanged into 24,987,750 shares of common stock in connection with the IPO. Following the IPO, 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. 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. The Sales Agent will be entitled to compensation at a commission of up to 3.0 % of the aggregate gross sales price per share sold under the Sale Agreement, unless otherwise agreed to by the Sales Agent and the Company under the Sale Agreement. In December 2024, the Company sold 926,049 shares of common stock under the ATM at a price per share of $ 48.50 . As of December 31, 2024, $ 255.1 million remained available for sale under the Sale Agreement. 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 are 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. 145 Table of Contents As of December 31, 2023, 50,655,671 and 48,338,769 shares of common stock were issued and outstanding, respectively. The 50,655,671 shares of common stock issued are comprised of 37,169,029 shares of voting common stock and 13,486,642 shares of non-voting common stock. As of December 31, 2023, there were 2,316,902 shares of unvested restricted common stock included within the shares of common stock issued. 12. Equity-Based Compensation Incentive Units Prior to the Reorganization, the Company periodically granted incentive units to employees, managers and executives, as well as to consultants and service providers of the Company. The incentive units represent a separate substantive class of members’ equity with defined rights. The incentive units represent profits interest in the increase in the value of the entity over a threshold value, or strike price, as determined at the time of grant. The strike price is established for tax compliance purposes related to Internal Revenue Service Revenue Procedure 93-27 and 2001-43 where the Company allocates equity value to separate classes of equity in a hypothetical liquidation transaction as of the date of grant. Each incentive unit issued includes a strike price determined by the Board of Managers. The strike price is based on an estimate of the amount a common unit would receive on the date of issuance of such incentive units in a hypothetical liquidation of the Company in which the Company sold its assets for their fair market value, satisfied its liabilities, and distributed the net proceeds to the holders of units in liquidation of the Company. The Company accounts for equity-based compensation in accordance with ASC 718. In accordance with ASC 718, compensation cost is measured at estimated fair value and is included as compensation expense over the vesting period during which service is provided in exchange for the award. The service-based incentive unit grants generally vest over a four-year service period, with the first 25 % vesting on the 12-month anniversary of the vesting start date and the remaining vesting in equal monthly installments over the following 36 months . The service-based and performance-based incentive unit grant, which the Company has one such award, vests in the same manner as the service-based award upon the achievement of the performance condition. The Company had one incentive unit grant which vested immediately upon issuance. The holders of vested incentive units are entitled to distributions and are not required to purchase or “exercise” their incentive units in order to receive such distributions. However, distributions to incentive unit holders began only after the cumulative amount distributed to common unit holders exceeds the strike price with respect to such incentive unit. The Company determined that incentive units issued to employees, managers, executives, non-employees and service providers are equity-based service payments and, as such, the Company measures and recognizes the related compensation expense in a manner consistent with its accounting policy for equity-based awards. 146 Table of Contents The fair value of each incentive unit grant was estimated on the grant date using either an option pricing method (“OPM”), or a hybrid method, both of which used market approaches to estimate the Company’s enterprise value. The OPM treats common units, incentive units and preferred units as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the incentive units have value only if the funds available for distribution to unitholders exceed the value of the preferred and common unit distribution preferences and the strike price with respect to such incentive unit at the time of the liquidity event. The hybrid method is a probability-weighted expected return method (“PWERM”), where the equity value is allocated in one or more of the scenarios using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of each unit based upon an analysis of future values, assuming various outcomes. The incentive unit value is based on the probability-weighted value across the scenarios, considering the OPM to estimate the value within each scenario given the rights of each class of unit. A discount for lack of marketability of the incentive unit is then applied to arrive at an indication of fair value for the incentive unit. The following assumptions were used in determining the fair value of incentive units granted during the period: YEAR ENDED DECEMBER 31, 2023 Risk-free interest rate 4.1 % - 4.9 % Expected dividend yield 0.0 % Expected term (in years) 0.17 - 2.00 Expected volatility 84.0 % - 90.0 % Restricted Common Stock Concurrent with the Reorganization, all of the outstanding incentive units were exchanged into 3,469,546 shares of common stock, of which 2,779,358 were unvested restricted common stock. The following table provides a summary of the unvested restricted common stock award activity during the year ended December 31, 2024: NUMBER OF SHARES WEIGHTED- AVERAGE GRANT DATE FAIR VALUE PER SHARE Unvested restricted common stock as of December 31, 2023 2,316,902 $ 5.31 Vested ( 901,075 ) $ 5.32 Unvested restricted common stock as of December 31, 2024 1,415,827 $ 5.30 The fair value of restricted stock vested during the year ended December 31, 2024 was $ 4.8 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 the date of the effectiveness of the registration statement for the IPO. 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, 2024 , the number of shares of common stock available for future grants under the 2023 Plan is equal to 3,720,964 shares of common stock. The number of shares available for grant and issuance under the 2023 Plan will be 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. 147 Table of Contents 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, 2024 Risk-free interest rate 3.6 % - 4.7 % Expected dividend yield 0.0 % Expected term (in years) 5.5 - 6.25 Expected volatility 74.9 % - 96.4 % The following table provides a summary of stock option activity during the year ended December 31, 2024: OPTIONS WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM (IN YEARS) AGGREGATE INTRINSIC VALUE (IN THOUSANDS) Outstanding as of December 31, 2023 2,506,017 $ 21.49 9.80 $ 16,154 Granted 2,726,734 $ 47.21 — $ — Exercised ( 43,025 ) $ 19.81 — $ — Forfeited ( 34,312 ) $ 19.59 — $ — Outstanding as of December 31, 2024 5,155,414 $ 35.12 9.37 $ 61,506 Exercisable as of December 31, 2024 704,323 $ 22.06 8.89 $ 16,434 The fair value of options vested during the year ended December 31, 2024 was $ 14.1 million. The following table provides a summary of the unvested restricted stock unit activity under the 2023 Plan during the year ended December 31, 2024: NUMBER OF SHARES WEIGHTED- AVERAGE GRANT DATE FAIR VALUE PER SHARE Unvested restricted stock units as of December 31, 2023 144,090 $ 22.86 Granted 159,482 49.07 Vested ( 36,008 ) 22.86 Unvested restricted stock units as of December 31, 2024 267,564 $ 38.48 The fair value of restricted stock units vested during the year ended December 31, 2024 was $ 0.8 million. 148 Table of Contents 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, 2024 , 27,651 shares have been issued under the ESPP and 934,739 shares remain available for issuance. The following table presents the classification of equity-based compensation expense related to equity awards granted to employees, managers, executives, and service providers (in thousands): YEAR ENDED DECEMBER 31, 2024 2023 Research and development expense $ 9,964 $ 1,574 General and administrative expense 13,368 4,529 Total $ 23,332 $ 6,103 As of December 31, 2024, the total unrecognized compensation expense related to the Company’s stock options, unvested restricted stock and ESPP was $ 134.5 million, which the Company expects to recognize over a weighted-average period of approximately 3.1 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 . 13. Related Parties Under the Option Agreements and the License Agreements, Paragon, a stockholder of the Company that was founded by a Series A Preferred Unit investor, 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, 2024 and December 31, 2023, $ 0.1 million and $ 5.2 million were due to Paragon, respectively. For the year ended December 31, 2024, the Company incurred research and development expenses with Paragon of $ 19.2 million. For the year ended December 31, 2023, the Company incurred research and development expenses with Paragon of $ 26.3 million, and immaterial general and administrative expenses with Paragon. 149 Table of Contents 14. 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, 2024 2023 Numerator: Net loss $ ( 182,146 ) $ ( 83,985 ) Net loss attributable to common stockholders, basic and diluted $ ( 182,146 ) $ ( 83,985 ) Denominator: Weighted average shares of common stock outstanding, basic and diluted 55,193,971 25,005,774 Net loss per share attributable to common stockholders, basic and diluted $ ( 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, 2024 2023 Stock options 5,155,414 2,506,017 Unvested restricted common stock 1,415,827 2,316,902 Unvested restricted stock units 267,564 144,090 Total 6,838,805 4,967,009 15. 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 lab space and extend the lease term through November 2026, with the option to extend for one year. 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, 2024, the current and non-current operating lease liabilities were $ 3.2 million and $ 8.6 million, respectively. The Company incurred lease expense of $ 2.3 million for the year ended December 31, 2024. As of December 31, 2024, the weighted average remaining lease term was 3.9 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 7 %. As of December 31, 2024, 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 2025 $ 3,909 2026 3,475 2027 2,049 2028 2,110 2029 1,618 Thereafter — Total undiscounted lease payments 13,161 Present value adjustment ( 1,330 ) Total net lease liabilities $ 11,831 150 Table of Contents 16. Income Tax Apogee Therapeutics, Inc. and its U.S. subsidiaries, 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 the respective period. The provision for income taxes consists of the following (in thousands): YEAR ENDED DECEMBER 31, 2024 2023 Current: Federal $ — $ — State 18 — Total Current 18 — Deferred: Federal — — State — — Total Deferred — — Total Provision $ 18 $ — The difference between the effective tax rate and the U.S. federal tax rate were as follows: YEAR ENDED DECEMBER 31, 2024 2023 U.S. federal statutory tax rate ( 21.0 )% ( 21.0 )% State and local income taxes, net of federal income tax benefit ( 3.7 )% ( 4.9 )% Change in state effective income rate 1.2 % ( 1.8 )% Nondeductible items 1.5 % 1.5 % Change in valuation allowance 25.2 % 27.9 % Tax credits ( 3.2 )% ( 1.9 )% Other — % 0.2 % Effective tax rate — % — % 151 Table of Contents 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, 2024 2023 Deferred tax assets: Capitalized license and research and development payments $ 46,240 $ 21,034 Net operating loss carryforwards 16,095 5,370 Research and development credits 9,947 2,415 Intangible assets 1,342 1,244 Stock compensation 2,352 186 Lease liability 2,849 502 Other 13 1 Total deferred tax assets 78,838 30,752 Deferred tax liabilities: Fixed asset basis differences ( 18 ) — Right-of-use asset ( 2,737 ) ( 574 ) Total deferred tax liabilities ( 2,755 ) ( 574 ) Valuation allowance ( 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, 2024. The change in the valuation allowance for the years ended December 31, 2024 and 2023 was $ 45.9 million and $ 23.5 million, respectively. Management reevaluates the positive and negative evidence at each reporting period. As of December 31, 2024 and 2023 , the Company had U.S. federal net operating loss carryforwards of approximately $ 68.1 million and $ 23.6 million, respectively, which have no expiration for federal tax purposes. As of December 31, 2024 and 2023 , the Company also had state net operating loss carryforwards of approximately $ 28.5 million and $ 6.5 million, respectively, which will begin to expire in 2043. As of December 31, 2024 and 2023 , the Company had federal research and development credit carryforwards of approximately $ 10.5 million and $ 2.7 million, respectively, which will begin to expire in 2042. The Company also had California research and development credit carryforwards of approximately $ 1.5 million and $ 0.7 million as of December 31, 2024 and 2023 , respectively, which will not expire. Additionally, the Company had Massachusetts research and development credit carryforwards of approximately $ 2.1 million, 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): Beginning balance as of December 31, 2023 $ 904 Changes related to tax positions taken in the prior year 28 Changes related to tax positions taken in the current year 2,671 Ending balance as of December 31, 2024 $ 3,603 152 Table of Contents 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, 2024 and 2023 , the Company had no accrued interest or penalties related to uncertain tax positions. The Company does not expect that its uncertain tax positions will materially change in the next twelve months. 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). The Company has evaluated the current legislation at this time and prepared the provision by following the treatment of research and development expenditures for tax purposes under Section 174. 153 Table of Contents 17. Segment Information The Company has one operating segment and one reporting unit. The Company’s chief operating decision maker, 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. YEAR ENDED DECEMBER 31, 2024 2023 Operating expenses (1) : Research and development personnel-related (excluding equity-based compensation) $ 39,013 $ 9,387 External research and development costs - APG777 49,241 21,644 External research and development costs - APG990 / APG279 20,000 — External research and development costs - APG333 / APG777 + APG333 28,095 — External research and development costs - APG808 10,311 20,801 External-discovery related costs and other 11,064 15,019 General and administrative personnel-related (excluding equity-based compensation) 16,935 8,047 General and administrative operations (2) 18,690 12,002 Equity-based compensation 23,332 6,103 Depreciation expense 189 — Interest income ( 34,742 ) ( 9,018 ) Provision for income taxes 18 — Consolidated net loss $ 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 overhead expenses 18. 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, 2024 and events which occurred subsequently but not recognized in the financial statements. No subsequent events have occurred that require disclosure. 154 Table of Contents 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, 2024. 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, 2024. 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, 2024, 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, 2024. Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, and has issued an attestation report, which is included herein. 155 Table of Contents 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, 2024, 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, 2024, 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 2024 consolidated financial statements of the Company and our report dated March 3, 2025 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. 156 Table of Contents 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 3, 2025 157 Table of Contents Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Not applicable. Trading Plans During the quarter ended December 31, 2024 , 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. 158 Table of Contents PA RT III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the 2025 Proxy Statement, including under headings “Executive Compensation,” “Election of Directors,” and “Corporate Governance,” and “Insider Trading Policy.” Item 11. Executive Compensation The information required by this item is incorporated by reference to the 2025 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 2025 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 2025 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 2025 Proxy Statement, including under the heading “Ratification of Independent Auditor Appointment.” 159 Table of Contents 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 122 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* Description of the Company's Securities. 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). 10.7+ 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1/A filed on July 10, 2023). 160 Table of Contents 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 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). 10.16# 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). 10.17# 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). 10.18+ 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). 10.19 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). 10.20 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). 161 Table of Contents 10.21 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). 10.22 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). 10.23 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). 19* Insider Trading Policy. 21.1* Subsidiaries of the Registrant. 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. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation LinkbaseDocument 101.DEF* Inline XBRL Taxonomy Extension Definition 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. 162 Table of Contents 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 3, 2025 By: /s/ Michael Henderson, M.D. Michael Henderson, M.D. Director and Chief Executive Officer (principal executive officer) Date: March 3, 2025 By: /s/ Jane Pritchett Henderson Jane Pritchett Henderson Chief Financial Officer (principal financial and accounting officer) 163 Table of Contents 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 3, 2025 Michael Henderson, M.D. ( principal executive officer ) /s/ Jane Pritchett Henderson Chief Financial Officer March 3, 2025 Jane Pritchett Henderson ( principal financial and accounting officer ) /s/ Mark C. McKenna Mark C. McKenna Chair and Director March 3, 2025 /s/ Peter Harwin Peter Harwin Director March 3, 2025 /s/ Jennifer Fox Jennifer Fox Director March 3, 2025 /s/ Andrew Gottesdiener, M.D. Andrew Gottesdiener, M.D. Director March 3, 2025 /s/ Tomas Kiselak Tomas Kiselak Director March 3, 2025 /s/ William Jones, Jr. William Jones, Jr. Director March 3, 2025 /s/ Nimish Shah Nimish Shah Director March 3, 2025 /s/ Lisa Bollinger Lisa Bollinger Director March 3, 2025 164