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X0202 SCHEDULE 13D/A 0001104659-23-085333 0001738048 XXXXXXXX LIVE 1 Common Stock, par value $0.00001 per share 09/03/2026 false 0001974640 03770N101 APOGEE THERAPEUTICS, INC. 221 Crescent Street, Building 17 Suite 102b Waltham MA 02453 Sherman G. Souther (650) 561-9580 Venrock 3340 Hillview Avenue Palo Alto CA 94304 0001738048 N Venrock Healthcare Capital Partners III, L.P. a WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 PN 0001750761 N VHCP Co-Investment Holdings III, LLC a WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO 0001808512 N Venrock Healthcare Capital Partners EG, L.P. a WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 PN 0001738053 N VHCP Management III, LLC a WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO 0001808518 N VHCP Management EG, LLC a WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO 0001615979 N Bong Y. Koh a WC N X1 0.00 0.00 0.00 0.00 0.00 N 0.0 IN 0001698082 N Nimish Shah a WC N X1 0.00 0.00 0.00 0.00 0.00 N 0.0 IN Common Stock, par value $0.00001 per share APOGEE THERAPEUTICS, INC. 221 Crescent Street, Building 17 Suite 102b Waltham MA 02453 This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on July 28, 2023 (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. Item 4 of the Statement is hereby amended and supplemented as follows: On June 18, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with AbbVie Inc. ("AbbVie"), Andor LLC, a wholly owned subsidiary of AbbVie ("Parent"), and Andor Merger Co., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on September 3, 2026, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"): (i) each share of voting common stock of the Issuer, par value $0.00001 per share, and each share of non-voting common stock of the Issuer, par value $0.00001 per share (each, a "Share"), outstanding immediately prior to the Effective Time, but excluding each Share (A) owned by the Issuer or any of its wholly owned subsidiaries, (B) held by AbbVie, Parent, Merger Sub or any other wholly owned subsidiary of AbbVie, and (C) held by a stockholder who had not voted in favor of the adoption of the Merger Agreement or consented thereto and who was entitled to and properly demanded appraisal, was cancelled and converted into the right to receive $135.11 per Share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholding; (ii) each option to purchase Shares (each, an "Issuer Option") outstanding immediately prior to the Effective Time (whether vested or unvested) that had an exercise price per Share less than the Merger Consideration was cancelled and converted into the right to receive cash in an amount equal to the product of: (A) the total number of Shares subject to such Issuer Option immediately prior to the Effective Time, multiplied by (B) the excess of (x) the Merger Consideration over (y) the exercise price per Share under such Issuer Option, without interest and subject to any applicable tax withholding. Each Issuer Option outstanding immediately prior to the Effective Time (whether vested or unvested) that had an exercise price per Share greater than or equal to the Merger Consideration was cancelled without any consideration being payable in respect thereof, and had no further force or effect; (iii) each restricted stock unit award of the Issuer (each, a "Issuer RSU") outstanding immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive a lump sum cash payment, without interest and subject to any applicable tax withholding, equal to the product of (A) the Merger Consideration, multiplied by (B) the number of Shares subject to such Issuer RSU; (iv) each outstanding restricted stock award of the Issuer (the "Issuer Restricted Stock") outstanding immediately prior to the Effective Time became fully vested and was converted into the right to receive the Merger Consideration for each such share of Issuer Restricted Stock; and (v) each warrant exercisable for Shares (each, a "Issuer Warrant") outstanding immediately prior to the Effective Time, in accordance with its terms, became exercisable by the holder thereof solely for the same Merger Consideration that such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of Shares that were issuable upon exercise in full of such Issuer Warrant without regard to any limitations on exercise contained in such Issuer Warrant. Pursuant to the Merger, the Reporting Persons disposed of an aggregate of 1,750,000 shares of voting common stock, 6,743,321 shares of non-voting common stock, 365,853 pre-funded warrants and stock options exercisable for an aggregate of 80,246 shares for the consideration described above. As a result of the Merger, the common stock ceased to trade on the Nasdaq Global Market prior to the opening of trading on September 4, 2026 and became eligible for delisting from the Nasdaq Global Market and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Act. Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock of the Issuer and percentage of the shares of common stock of the Issuer beneficially owned by such Reporting Person and are incorporated herein by reference. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG. Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock of the Issuer as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons. The Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's common stock on September 3, 2026. Exhibit 24.1 Power of Attorney for Bong Koh, dated September 8, 2026. Exhibit 24.2 Power of Attorney for Nimish Shah, dated September 8, 2026. Exhibit 99.1 Joint Filing Agreement Venrock Healthcare Capital Partners III, L.P. /s/ Sherman G. Souther By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory 09/08/2026 VHCP Co-Investment Holdings III, LLC /s/ Sherman G. Souther By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory 09/08/2026 Venrock Healthcare Capital Partners EG, L.P. /s/ Sherman G. Souther By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory 09/08/2026 VHCP Management III, LLC /s/ Sherman G. Souther By Sherman G. Souther, Authorized Signatory 09/08/2026 VHCP Management EG, LLC /s/ Sherman G. Souther By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory 09/08/2026 Bong Y. Koh /s/ Sherman G. Souther By Sherman G. Souther, Attorney-in-fact 09/08/2026 Nimish Shah /s/ Sherman G. Souther By Sherman G. Souther, Attorney-in-fact 09/08/2026