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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-02 compared with 2025-03-03 · 231 added, 209 removed, 763 unchanged (37% of the section changed)

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.

Interest Rate Risk

We are exposed to market risk related to changes in interest rates.

We had cash, cash equivalents, short-term and long-term marketable securities of $902.9 million as of December 31, 2025, which consisted primarily of U.S.

Treasury Securities, Commercial Paper, U.S.

Government Bonds, and Corporate Securities.

The primary objective of our investment activities is to preserve capital to fund our operations.

We also seek to maximize income from our investments without assuming significant risk.

To achieve our objectives, we maintain a portfolio of investments in a variety of securities of high credit quality and short and intermediate-term duration, according to our audit committee-approved investment policy.

Our investments are subject to interest rate risk and could fall in value if market interest rates increase.

Our primary exposure to market risk is interest income volatility, which is sensitive to changes in the general level of interest rates;

however due to the low risk profiles of our investments, we do not anticipate a significant exposure to interest rate risk on the fair market value of our investments.

We believe the effect of a hypothetical 10% change in market interest rates would not have had a material impact on our historical consolidated financial statements for the periods presented.

Foreign Currency Risk

The majority of our transactions occur in U.S.

However, we do have certain transactions that are denominated in currencies other than the U.S.

dollar, and we therefore are subject to foreign exchange risk.

The fluctuation in the value of the U.S.

dollar against other currencies affects the reported amounts of expenses, assets and liabilities primarily associated with a limited number of clinical and manufacturing activities.

Due to the uncertain timing of expected payments in foreign currencies, we do not utilize any forward exchange contracts.

All foreign transactions settle on the applicable spot exchange basis at the time such payments or transactions are made.

We believe the effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our historical consolidated financial statements for the periods presented.

Inflation Risk

Although we do not believe that inflation has had a material effect on our business, financial position or results of operations to date, we may experience some effect due to an impact on the costs to conduct clinical trials, manufacturing and supply costs, labor costs, and other operational costs.

Inflationary costs could adversely affect our business, financial condition and results of operations.

Financ ial Statements and Supplementary Data

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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.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

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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.

We have audited the accompanying consolidated balance sheets of Apogee Therapeutics, Inc.

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, 2025, 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 2, 2026 expressed an unqualified opinion thereon.

Critical Audit Matter

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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

Accrued and Prepaid Clinical Expenses and Estimates

Description of

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

when the Company has not received an invoice from the supplier.

As of December 31, 2025, the Company’s accrued clinical expenses balance and prepaid clinical expenses balance was $9.2 million and $0.6 million, respectively.

As discussed in Note 2 to the consolidated financial statements, the Company estimates the value of clinical services received in the reporting period based on the level of services performed and the progress in the period in cases 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.

Auditing the Company’s accrued and prepaid clinical expenses was complex in the context of our audit due to the volume of the Company’s clinical activities.

Furthermore, due to the duration of the Company’s clinical 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.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the accrued and prepaid clinical expense process.

For example, we tested controls over management’s review of the costs incurred for each vendor and the invoices received to develop estimated balances for accrued and prepaid clinical expenses.

To evaluate accrued and prepaid clinical expenses, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used by management to determine the accruals or prepaids.

We evaluated the progress of clinical 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.

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CONSOLIDA TED BALANCE SHEETS

(In thousands, except unit/share data)

(In thousands, except share data)

Current assets:

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Weighted-average common shares outstanding, basic and diluted

(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 .

(1) Includes related party amounts of $ 2,186 for the year ended December 31, 2025, $ 19,179 for the year ended December 31, 2024 and $ 26,285 for the year ended December 31, 2023 .

The accompanying notes are an integral part of these consolidated financial statements.

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YEAR ENDED DECEMBER 31,

Change in unrealized gains on marketable securities, net of tax

Unrealized gains on marketable securities, net of tax

Comprehensive loss

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Equity-based compensation expense

Change in unrealized gain on marketable securities, net of tax

Unrealized gain on marketable securities, net of tax

Balance at December 31, 2023

APOGEE THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

COMPREHENSIVE

STOCKHOLDERS'

Balance at December 31, 2023

Common stock issued, net of issuance costs of $ 33,045

Common stock issued, net of issuance costs of $ 1,386 , under ATM equity offering program

Common stock issued, net of issuance costs of $ 1,386 , under the at the market (“ATM”) equity offering program

Vesting of restricted stock

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Balance at December 31, 2024

Common stock and pre-funded warrants issued, net of issuance costs of $ 20,948

Vesting of restricted stock

Common stock issued, net of issuance costs of $ 2,025 , under the ATM offering program

Issuance of common stock upon exercise of stock options

Issuance of common stock under employee stock purchase plan

Equity-based compensation expense

Unrealized gain on marketable securities, net of tax

Balance at December 31, 2025

The accompanying notes are an integral part of these consolidated financial statements.

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Cash flows from financing activities:

Proceeds from issuance of common stock, net of issuance costs

Proceeds from issuance of common stock and pre-funded warrants, net of issuance costs

Proceeds from issuance of common stock under ATM equity offering program, net of issuance costs

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Net cash provided by financing activities

Increase (decrease) in cash, cash equivalents and restricted cash

(Decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

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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 Therapeutics, Inc., together with its consolidated subsidiary (collectively, “Apogee” or the “Company”), a successor to Apogee Therapeutics, LLC, is a clinical stage biotechnology company advancing optimized, novel biologics with the 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.

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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.

The Company’s programs currently under development, zumilokibart (APG777), APG279 (zumilokibart + APG990), APG273 (zumilokibart + 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.

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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.

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.

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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

projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable.

There can be no assurance that the Company’s research and development 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.

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The accompanying consolidated financial statements include the accounts of Apogee Therapeutics, Inc.

and its wholly-owned subsidiaries.

and its wholly-owned subsidiary.

All intercompany balances and transactions have been eliminated in consolidation.

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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 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.

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Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets:

Laboratory equipment

Furniture and fixtures

Lab equipment

Leasehold improvements

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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.

Research and Development Expense

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Fixed lease expense for operating leases is recognized on a straight-line basis, unless the right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the statements of operations and comprehensive loss.

Pre-funded Warrants

The Company evaluates pre-funded warrants under FASB ASC Topic 480, Distinguishing Liabilities from Equity and FASB ASC Topic 815, Derivatives and Hedging (“ASC 815” ) to determine whether the warrants should be classified as liabilities or equity.

Pre-funded warrants are classified as stockholders’ equity when they are (i) indexed to the Company’s own stock and (ii) meet all equity‑classification conditions in ASC 815‑40.

Proceeds received upon issuance of pre-funded warrants are recorded to additional paid‑in capital.

Upon exercise, the Company records proceeds to common stock and additional paid‑in capital.

Because the exercise price is nominal,

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

Equity-Based Compensation

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.

The Company issues equity-based awards to employees, managers, executives, non-employees and service providers in the form of restricted common stock, restricted stock units, and stock options.

The Company accounts for equity-based compensation awards in accordance with FASB ASC Topic 718, Compensation-Stock Compensation.

The fair value of the Company’s common stock underlying its equity awards is based on the quoted market price of the Company’s common stock on the grant date.

The Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which uses as inputs the fair value of the Company’s common stock, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends.

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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.

In particular, the Company currently relies on a limited number of

third-party manufacturers for preclinical, clinical, and future commercial manufacturing activities.

The Company expects to continue to be dependent on a small number of manufacturers to supply it with its requirements for all products.

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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 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.

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.

Subsequent to the Reorganization, the Company calculates basic net loss per common share by dividing net loss by the weighted-average number of common shares outstanding for the period, which includes pre-funded warrants to purchase common stock.

The Company has generated a net loss in the periods presented so the basic and diluted net loss per unit and net loss per share are the same as the inclusion of the potentially dilutive securities would be anti-dilutive.

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Marketable securities

Maturities within one year:

treasury securities

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government agencies

Commercial paper

Corporate debt securities

Total maturities within one year

Maturities between one and two years:

treasury securities

Debt securities issued by U.S.

government agencies

Corporate debt securities

Total maturities between one and two years

Total marketable securities

As of December 31, 2025, the Company had 22 securities with a total fair market value of $ 43.7 million in an unrealized loss position.

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Money market funds

treasury securities

Commercial paper

Marketable securities:

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government agencies

Commercial paper

Corporate debt securities

Prepaids and Other Assets

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

Prepaid clinical

Prepaid manufacturing

Prepaid other

Interest receivable

Other current assets

As of December 31, 2025 , the Company had no restricted cash.

As of December 31, 2024 , the Company had restricted cash of $ 0.3 million held as a letter of credit for the benefit of a clinical research organization.

The related letter of credit was classified within other non-current assets on the consolidated balance sheet as of December 31, 2024.

As of December 31, 2025, the Company had $ 8.5 million in long-term prepayments, made in conjunction with the Company's research and development activities, classified within other non-current assets.

As of December 31, 2024 , the Company had no long-term prepayments.

Property and Equipment, net

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Leasehold improvements

Furniture and fixtures

Accumulated depreciation

The Company recognized $ 0.2 million of depreciation expense for the year ended December 31, 2024.

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

The Company recognized an immaterial amount of depreciation expense for the year ended December 31, 2023 .

Prepaids and Other Assets

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

Prepaid expenses

Interest receivable

Other current assets

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 .

Accrued Expenses

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Accrued manufacturing expenses

Accrued clinical expenses

Accrued employee compensation

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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.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 0.1 million, $ 19.2 million, and $ 26.3 million, respectively, of research and development expense in connection with services provided by Paragon under the Option and License Agreements.

For the year ended December 31, 2025 , the Company recognized $ 2.1 million of research and development expense related to an undisclosed target.

Option Agreements

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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.

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”).

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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

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.

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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.

In January 2024, the Company and Paragon agreed on an initial Research Plan with Paragon that outlined the services that will be performed commencing at inception of the arrangement related to TSLP.

The Company's exclusive option with respect to each Research Program is exercisable at the Company's sole discretion at any time during the period beginning on the initiation of activities under the associated Research Program and ending a specified number of days following the delivery of the data package from Paragon related to the results of the Research Plan activities.

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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.

The Company may terminate the 2023 Option Agreement or any Research Program at any time for any or no reason upon 30 days ’ prior written notice to Paragon, provided that the Company must pay certain unpaid fees due to Paragon upon such termination, as well as any non-cancellable obligations reasonably incurred by Paragon in

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.

License Agreements

Paragon License Agreements

In November 2022, the Company exercised its option available under the 2022 Option Agreement with respect to the IL-13 Research Program.

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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 August 2023, the Company announced the dosing of its first participant in the Phase 1 trial of zumilokibart (APG777) and made a milestone payment of $ 2.0 million in the fourth quarter of 2023.

In November 2023, the Company finalized the nomination of a development candidate under the IL‑4Rα License Agreement and made a milestone payment of $ 1.0 million to Paragon in the fourth quarter of 2023.

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Unless earlier terminated, the License Agreements remain in effect until the expiration of the last-to-expire Royalty Term for any and all products associated with the respective license.

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.

The Company may terminate the agreement in its entirety or on a country-by-country or product-by-product at any time for any or no reason upon 60 days ’ advance written notice to Paragon, and either party may terminate for (i) the other party’s material breach that remains uncured for 90 days (or 30 days with respect to any failure to make payments) following notice of such breach and (ii) the other party’s bankruptcy.

Upon any termination prior to the expiration of a License Agreement, all licenses and rights granted pursuant to such License Agreement will automatically terminate and revert to the granting party and all other rights and obligations of the parties will terminate.

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.

The WuXi Biologics MSA governs all development activities and GMP manufacturing and testing for zumilokibart (APG777), APG990, APG333 and APG808, as well as potential future product candidates, on a work order basis.

Under the WuXi Biologics MSA, the Company is obligated to pay WuXi Biologics a service fee and all non-cancellable obligations in the amount specified in each work order associated with the agreement for the provision of services.

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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.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 9.3 million, $ 31.8 million and $ 20.2 million, respectively, of research and development expense in connection with the WuXi Biologics MSA.

Cell Line License Agreement — WuXi Biologics (Hong Kong) Limited

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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 .

Specifically, the WuXi Biologics Licensed Technology is used to manufacture zumilokibart (APG777), APG990, APG333 and APG808.

In consideration for the license, the Company has paid WuXi Biologics a non-refundable license fee of $ 150,000 .

Additionally, if the Company manufactures all of its commercial supplies of bulk drug product with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a fraction of a single digit percentage of global net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer (the “Royalty”).

If the Company manufactures part of its commercial supplies of the WuXi Biologics Licensed Products with WuXi Biologics or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis.

The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon six months ’ prior written notice and the 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.

The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon six months ’ prior written notice and the payment of all undisputed amounts due to WuXi Biologics through the effective date of termination, (ii) by WuXi Biologics for a material breach by the Company that remains uncured for 60 days

after written notice, (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure, or (iv) by either party upon the other party’s bankruptcy.

Master Services Agreement and Project Specific Agreements — Samsung Biologics Limited

In March 2025, the Company entered into a Master Services Agreement (the “Samsung Biologics MSA”), made effective as of February 28, 2025, with Samsung Biologics Co., Ltd.

(“Samsung Biologics”), pursuant to which Samsung Biologics will manufacture and supply the Company with zumilokibart (APG777) drug substance (the “Samsung Biologics Product”) for clinical development and commercial sale, if approved.

The Company is obligated to pay Samsung Biologics service fees for each manufactured batch, as well as the costs of materials purchased by Samsung Biologics and expenses including testing and storage, which such costs and fees will be specified in Project Specific Agreements (each a “PSA”).

Also in March 2025, the Company entered into a PSA (the “Initial PSA”) with Samsung Biologics, made effective as of February 28, 2025, pursuant to which Samsung Biologics will produce clinical batches of the Samsung Biologics Product at its facility in Incheon, South Korea, perform process characterization and validation, and manufacture process performance qualification lots of the Samsung Biologics Product.

Under the Initial PSA, the Company must purchase certain minimum quantities of the Samsung Biologics Product and has agreed to pay Samsung Biologics as determined pursuant to the terms of the Initial PSA.

The Samsung Biologics MSA will terminate in February 2035, or, if a PSA is still in effect, when such PSA terminates, and may be extended upon mutual agreement of the parties.

The Initial PSA will terminate in December 2034.

Either the Company or Samsung Biologics may terminate the Samsung Biologics MSA or the Initial PSA in the event of an uncured material breach by, insolvency of or inability to perform due to a force majeure event by the other party.

In the event all applicable PSAs have been terminated, Samsung Biologics has agreed to provide assistance with certain technology transfer matters, subject to exceptions.

If the Company terminates the Samsung Biologics MSA or Initial PSA without cause, the Company will generally be responsible for paying the purchase price for the Company’s aggregate product commitment for the remainder of the term, less any amounts the Company has already paid.

In February 2026, the Company entered into a separate PSA with Samsung that would provide for the commercial manufacture of zumilokibart drug substance should the program eventually receive regulatory approval.

If specific circumstances render Apogee unable to proceed with commercial distribution, the PSA provides for Samsung to receive compensation, including for contractually obligated expenses, and an exit fee in the high single-digit millions.

For the years ended December 31, 2025 and 2024 the Company recognized $ 12.9 million and $ 9.9 million, respectively, of research and development expense in connection with the Samsung Biologics MSA.

For the year ended December 31, 2023 , the Company did no t recognize any research and development expense in connection with the Samsung Biologics MSA.

Commitments and Contingencies

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The Company expenses as incurred the costs related to its legal proceedings.

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.

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.

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 .

Stockholders' Equity

In July 2023, the Company completed its IPO, selling an aggregate of 20,297,500 shares of common stock.

All outstanding preferred units were exchanged into 24,987,750 shares of common stock.

Following the IPO and as of December 31, 2025 , the Company is authorized to issue up to 400,000,000 shares of common stock, par value $ 0.00001 .

In March 2024, the Company issued and sold an aggregate of 7,790,321 shares of its common stock in an underwritten public offering.

Net proceeds were $ 450.0 million after deducting underwriting discounts and commissions and other offering expenses.

In August 2024, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell shares of common stock up to a maximum aggregate offering price of $ 300.0 million through an at-the-market offering program.

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 .

In December 2024, the Company sold 926,049 shares of common stock under the ATM for gross proceeds of $ 44.9 million, less commissions and other offering expenses of $ 1.4 million.

During the year ended December 31, 2025, the Company sold 1,175,701 shares of common stock under the ATM for gross proceeds of $ 67.6 million, less commissions and other offering expenses of $ 2.0 million.

As of December 31, 2025 , $ 187.5 million remained available for sale under the Sale Agreement.

In October 2025, the Company issued and sold an aggregate of 8,048,782 shares of its common stock in an underwritten public offering and in lieu of common stock to certain investors, pre-funded warrants to purchase up to 365,853 shares of common stock.

Net proceeds were $ 324.1 million, after deducting underwriting discounts and commissions and other offering expenses.

As of December 31, 2025 , 69,038,943 and 68,401,349 shares of common stock were issued and outstanding, respectively.

The 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.

The 69,038,943 shares of common stock issued was comprised of 55,552,301 shares of voting common stock and 13,486,642 shares of non-voting common stock.

As of December 31, 2025 , there were 637,594 shares of unvested restricted common stock included within the shares of common stock issued.

As of December 31, 2024 , 59,478,725 and 58,062,898 shares of common stock were issued and outstanding, respectively.

The 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.

The 59,478,725 shares of common stock issued was comprised of 45,992,083 shares of voting common stock and 13,486,642 shares of non-voting common stock.

As of December 31, 2024 , there were 1,415,827 shares of unvested restricted common stock included within the shares of common stock issued.

In October 2025, the Company issued pre‑funded warrants to purchase up to 365,853 shares of common stock at an exercise price of $ 0.00001 per share.

The pre‑funded warrants were exercisable immediately and are not subject to expiration.

As of December 31, 2025 , no ne of the pre-funded warrants have been exercised.

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.

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,

Risk-free interest rate

4.1 % - 4.9 %

Expected dividend yield

Expected term (in years)

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, 2025:

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Unvested restricted common stock as of December 31, 2025

The fair value of restricted stock vested during the year ended December 31, 2024 was $ 4.8 million.

The fair value of restricted common stock awards that vested during the year ended December 31, 2025 was $ 3.9 million.

Stock Options and Restricted Stock Units

In July 2023, in connection with the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective on 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.

As of December 31, 2025 , 5,964,549 shares of common stock were available for future grants under the 2023 Plan.

The number of shares available for grant and issuance under the 2023 Plan is automatically increased on January 1 of each year by a number of shares equal to up to 5 % of the outstanding shares of common stock on such date.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted, with the following assumptions:

YEAR ENDED DECEMBER 31,

Risk-free interest rate

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The fair value of options vested during the year ended December 31, 2025 was $ 38.5 million.

The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $ 7.0 million and $ 1.3 million, respectively.

No options were exercised during the year ended December 31, 2023.

The following table provides a summary of the unvested restricted stock unit activity under the 2023 Plan during the year ended December 31, 2025:

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As of December 31, 2025 , 69,405 shares have been issued under the ESPP and 1,473,613 shares remain available for issuance.

The following table presents the classification of equity-based compensation expense related to equity awards granted to employees, managers, executives, and service providers (in thousands):

The following table presents the classification of equity-based compensation expense related to equity awards granted to employees, executives, and service providers (in thousands):

Research and development expense

General and administrative expense

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.

As of December 31, 2025, the total unrecognized compensation expense related to the Company’s stock options, unvested restricted stock awards and units and ESPP was $ 110.1 million, which the Company expects to recognize over a weighted-average period of approximately 2.3 years.

In August 2023, the Board approved two option grants to the new Chairman of the Board, (1) to purchase 50,000 shares of the Company’s common stock under the 2023 Plan (“first option”), and (2) to purchase 100,000 shares of the Company’s common stock outside of the 2023 Plan (“second option”), in which the shares underlying both options will vest and become exercisable in equal monthly installments over a three-year period from August 2023.

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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.

We consider Paragon to be a related party because Fairmount Funds Management LLC, which beneficially owns more than 5 % of Paragon, beneficially owns more than 5 % of our capital stock and has two seats on our Board of Directors (the “Board”).

Under the Option Agreements and the License Agreements, Paragon received upfront consideration in the form of common units, is entitled to receive milestone and royalty payments upon specific conditions and receives payments from the Company for providing ongoing services under the agreements (see Note 8).

As of December 31, 2025 and 2024, $ 2.1 million and $ 0.1 million were due to Paragon, respectively.

The Company incurred research and development expenses with Paragon of $ 2.2 million, $ 19.2 million and $ 26.3 million, respectively, for the years ended December 31, 2025, 2024, and 2023 .

Net Loss Per Share

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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 June 2024, the agreement was amended to expand the space and extend the lease term through November 2026, with the option to extend for one year.

In January 2025, the agreement was amended to further expand the space.

As of December 31, 2025, the remaining lease term was 0.9 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 9.1 % .

In September 2024, the Company entered into a lease agreement for office space.

The lease term is five years with two one-year options to extend .

As of December 31, 2025, the remaining lease term was 3.8 years and the incremental borrowing rate used to determine the operating lease liability was 6.0 % .

As of December 31, 2025, the current and non-current operating lease liabilities were $ 3.5 million and $ 5.3 million, respectively.

The Company incurred lease expense of $ 2.3 million for the year ended December 31, 2024.

The Company incurred lease expense of $ 4.4 million, $ 2.3 million and $ 0.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025 , the weighted average remaining lease term was 3.2 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 6.7 % .

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Apogee Therapeutics, Inc.

subsidiaries, are taxed as a consolidated C corporation for federal tax purposes.

subsidiary, are taxed as a consolidated C corporation for federal tax purposes.

The Company’s loss before income taxes is comprised solely of domestic losses.

The Company generated taxable losses for the respective period.

The Company generated taxable losses for all periods presented.

The provision for income taxes consists of the following (in thousands):

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Total Provision

The income taxes paid by jurisdiction consisted of the following:

YEAR ENDED DECEMBER 31,

Income Taxes Paid

Massachusetts

Total Current

The difference between the effective tax rate and the U.S.

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

Change in state effective income rate

Nondeductible items

Research and development tax credits

Change in valuation allowance

Nontaxable or nondeductible items

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

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

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes.

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Lease liability

Fixed asset basis differences

Total deferred tax assets

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federal net operating loss carryforwards of approximately $ 250.7 million and $ 68.1 million, respectively, which have no expiration for federal tax purposes.

As of December 31, 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, 2025 and 2024 , the Company had state net operating loss carryforwards of approximately $ 94.3 million and $ 28.5 million, respectively, which will begin to expire in 2043.

As of December 31, 2025 and 2024 , the Company had federal research and development credit carryforwards of approximately $ 16.7 million and $ 10.5 million, respectively, which will begin to expire in 2042.

The Company also had California research and development credit carryforwards of approximately $ 2.9 million and $ 1.5 million as of December 31, 2025 and 2024, respectively, which will not expire.

Additionally, the Company had Massachusetts research and development credit carryforwards of approximately $ 2.1 million, which will begin to expire in 2043.

Additionally, the Company had Massachusetts research and development credit carryforwards of approximately $ 1.7 million and $ 2.1 million as of December 31, 2025 and 2024, respectively, which will begin to expire in 2043.

The Company will conduct a study of its research and development credit carryforwards, which may result in an adjustment to its unrecognized tax benefits.

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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

Beginning balance

Changes related to tax positions taken in the prior year

Changes related to tax positions taken in the current year

Ending balance as of December 31, 2024

Ending balance

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

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As of December 31, 2025 and 2024 , 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.

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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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

OBBBA introduces significant changes to U.S.

income-tax legislation.

Key provisions affecting the Company include (i) permanent immediate expensing of domestic research and experimental expenditures starting January 1, 2025, and (ii) 100 percent bonus depreciation for qualified property placed in service after January 19, 2025.

The Company has evaluated the current legislation at this time and has appropriately adopted the new rules under OBBBA.

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures.

Under the ASU, public business entities (“PBEs”) must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate).” FASB released the ASU in response to stakeholder feedback indicating that “the existing income tax disclosures should be enhanced to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.”

The ASU’s amendments are effective for PBEs for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023‑09 in the current annual period and elected to apply the amendments retrospectively to all periods presented to enhance comparability of income tax disclosures, including the rate reconciliation and disaggregation of income taxes paid.

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.

The Company’s chief operating decision maker ( “CODM” ), its Chief Executive Officer , manages the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources.

All of the Company’s assets are located in the United States.

The following table summarizes the Company’s segment information for the periods presented (in thousands):

YEAR ENDED DECEMBER 31,

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

External research and development costs - APG777

External research and development costs - zumilokibart (APG777)

External research and development costs - APG990 / APG279

External research and development costs - APG333 / APG777 + APG333

External research and development costs - APG333 / APG273

External research and development costs - APG808

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(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

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

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.

The Company evaluated subsequent events through the date on which these financial statements were issued to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the financial statements as of December 31, 2025 and events which occurred subsequently and not recognized in the financial statements.

No subsequent events have occurred that require disclosure.

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Other Information.

Not applicable.

Trading Plans

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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.”

The information required by this item is incorporated by reference to the 2026 Proxy Statement, including under headings “Executive Compensation,” “Election of Directors,” and “Corporate Governance,” “Insider Trading Policy and Anti-Hedging Policy” and, as applicable, “Delinquent Section 16(a) Reports.”

Executive Compensation

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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).

Description of the Company's Securities.

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

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

Employment Agreement, dated August 25, 2023, by and between the Company and Michael Henderson, M.D.

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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).

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).

Apogee Therapeutics, Inc.

Executive Severance Policy, dated August 25, 2023

Antibody Discovery and Option agreement, dated February 24, 2022, by and between Paragon Therapeutics, Inc.

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(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).

TSLP License Agreement, dated August 9, 2024 by and between Paragon Therapeutics, Inc.

and Apogee Therapeutics, Inc.

(incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on August 11, 2025).

Novation Agreement, dated April 1, 2023, by and between Paragon Therapeutics, Inc., Apogee Biologics, Inc.

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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).

Master Services Agreement, effective February 28, 2025, by and between the Company and Samsung Biologics Co.

(incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on May 12, 2025).

Product Specific Agreement, effective February 28, 2025, by and between the Company and Samsung Biologics Co.

(incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on May 12, 2025).

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).

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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).

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

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).

Non-Employee Director Compensation Policy.

Insider Trading Policy.

Subsidiaries of the Registrant.

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

Consent of Ernst & Young LLP.

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Section 1350 and Rule 13a‑14(b) under the Securities Exchange Act of 1934.

Incentive Compensation Clawback Policy.

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation LinkbaseDocument

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition

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March 2, 2026

/s/ Lisa Bollinger

Lisa Bollinger

/s/ Lisa Bollinger, M.D.

Lisa Bollinger, M.D.

March 2, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk