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One Letterman Drive, Building B, Suites B6-850 and B6-800, The Presidio of San Francisco,

San Francisco, California 94129-1492

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (together with any adjournments or postponements thereof, the “Special Meeting”) of Apogee Therapeutics, Inc., a Delaware corporation (referred to herein as “Apogee,” the “Company,” “we,” “us” or “our”), to be held virtually via live webcast on [   ], 2026, at [   ], Eastern time. The Special Meeting will be a virtual meeting held via the internet. Apogee stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/APGE2026SM. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” or like references mean virtually present at the Special Meeting. Further instructions for accessing the virtual Special Meeting are provided in the enclosed proxy statement under “How can I attend the Special Meeting of Stockholders?”. There will not be a physical meeting location, and stockholders will not be able to attend the Special Meeting in person.

At the Special Meeting, you will be asked to consider and vote upon a proposal (i) to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated June 18, 2026, among Apogee; Andor LLC (“Parent”), a Delaware limited liability company and a wholly owned subsidiary of AbbVie Inc.; Andor Merger Co. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Parent; and, solely for the limited purposes set forth in the Merger Agreement, AbbVie Inc. (“AbbVie”), a Delaware corporation (the “Merger Proposal”); (ii) to approve, on a non-binding, advisory basis, the compensation that will or may be paid, or become payable to, Apogee’s named executive officers that is based on or otherwise relates to the Merger and/or the other transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and (iii) to adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional votes if there are insufficient votes in favor of the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Apogee (the “Merger”), with Apogee surviving the Merger as an indirect wholly owned subsidiary of AbbVie. If you are an Apogee stockholder and the Merger is completed, each of your shares of Apogee common stock, par value $0.00001 per share, will be converted into the right to receive $135.11 per share, without interest and subject to any applicable withholding of taxes, unless you have properly demanded, and have not subsequently withdrawn, failed to perfect or otherwise lost your appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”).

Our board of directors, after careful consideration, including considering the various factors more fully described in the enclosed proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”), are advisable and fair to, and in the best interests of, Apogee and our stockholders; (ii) declared it advisable for Apogee to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Apogee of the Merger Agreement and the consummation of the Transactions; (iv) on the terms and subject to the conditions set forth in the Merger Agreement, recommended that our stockholders adopt the Merger Agreement at the Special Meeting; and (v) resolved that the Merger Agreement will be submitted to our stockholders for adoption at the Special Meeting in accordance with the Merger Agreement.

Our board of directors unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement. This proxy statement also describes the actions and determinations of our board of directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read this proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you are a stockholder of record and you attend the Special Meeting and vote online during the Special Meeting, your vote will revoke any proxy that you have previously submitted.

If you hold your shares of our voting common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal. Stockholders who return an unmarked proxy card will be deemed to have voted in favor of the adoption of the Merger Agreement or consented thereto in writing and will therefore not be entitled to demand appraisal of their shares pursuant to Section 2.1(b) of the Merger Agreement and Section 262 of the DGCL.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our voting common stock at the close of business on [   ], 2026, which is the record date for the Special Meeting.

If you have any questions or need assistance voting your shares of our common stock, please contact our proxy solicitor:

On behalf of our board of directors, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the adoption of the Merger Agreement or any other transaction described in the accompanying proxy statement, or passed upon merits or fairness of the Merger or the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [   ], 2026, and together with the enclosed form of proxy card, is first being mailed on or about [   ], 2026.

 

One Letterman Drive, Building B, Suites B6-850 and B6-800, The Presidio of San Francisco,

San Francisco, California 94129-1492

Notice is hereby given that a special meeting of stockholders (including any adjournments and postponements thereof, the “Special Meeting”) of Apogee Therapeutics, Inc., a Delaware corporation (“Apogee,” the “Company,” “we,” “us” or “our”), will be held on [   ], 2026, at [   ], Eastern time (subject to the possible adjournment or postponement thereof). Our stockholders will be able to attend the Special Meeting via the internet at [   ], where you will also be able to vote. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” or like references mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only Apogee stockholders of record at the close of business on [   ], 2026, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our voting common stock.

Our board of directors unanimously recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal, and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return your proxy as promptly as possible by following the instructions on the enclosed proxy card. If you are a stockholder of record, and you attend the Special Meeting and vote online during the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you hold your shares of our voting common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Whether or not you plan to attend the Special Meeting, we encourage you to submit your proxy as soon as possible by following the instructions thereon. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares of our voting common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of our voting common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a stockholder of record, voting online during the Special Meeting will revoke any proxy you have previously submitted.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting and vote online during the meeting, your shares of our voting common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our voting common stock, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

500 Fifth Avenue, 21st Floor

New York, NY 10110

 

You have received these proxy materials because our board of directors is soliciting your proxy to vote at the Special Meeting. This proxy statement contains information that we are required to provide you under the rules of the SEC. This information is designed to assist you in voting your shares.

At the Special Meeting, stockholders will consider and vote on the following matters:

Our board of directors recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or internet, your shares of Apogee common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and our board of directors recommends that you vote, as follows:

The proposed Merger is the acquisition of Apogee by AbbVie. If the Merger Proposal is approved by our stockholders and the other closing conditions under the Merger Agreement are satisfied or otherwise waived, Merger Sub will merge with and into Apogee, with Apogee continuing as the Surviving Corporation. As a result of the Merger, Apogee will become an indirect wholly owned subsidiary of AbbVie, our common stock will no longer be publicly traded, and you will no longer have any interest in our future earnings or growth. In addition, our common stock will be delisted from the Nasdaq Global Market, deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations.

Upon completion of the Merger, you will be entitled to receive the Merger Consideration, which consists of $135.11 per share of our common stock that you own in cash, without interest and subject to any applicable withholding of taxes, unless you have properly exercised and perfected and not subsequently withdrawn your appraisal rights under Section 262. For example, if you own 100 shares of our common stock, you will receive $13,511 in cash (subject to any required tax withholding) in exchange for your shares of our common stock.

The Merger Consideration represents a 53% premium to Apogee’s closing share price on June 17, 2026, the last trading day before our board of directors approved the Merger Agreement, as well as a 63% premium to the 30-day volume-weighted average trading price to that date.

On [   ], 2026, the most recent practicable date before this proxy statement was first mailed to our stockholders, the closing price for our common stock on the Nasdaq Global Market was $[   ] per share of our common stock.

If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, our stockholders will not receive any payment for their shares. Instead, Apogee will remain an independent public company, our common stock will continue to be listed and traded on the Nasdaq Global Market and registered under the Exchange Act, and Apogee will continue to file periodic reports with the SEC.

The Record Date for the Special Meeting is the close of business on [   ], 2026. You are entitled to vote on the matters presented at the Special Meeting if you owned shares of our voting common stock at the close of business on the Record Date. Each outstanding share of our voting common stock is entitled to one vote for all matters before the Special Meeting. At the close of business on the Record Date, there were [   ] shares of our voting common stock outstanding and entitled to vote at the Special Meeting.

If, on the Record Date, your shares were registered directly in your name with our transfer agent, you are a stockholder of record.

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting.

Yes. If your shares are held in street name, these proxy materials, along with instructions on how to vote your shares, are being provided to you by your brokerage firm, bank, dealer, or other similar organization. As the beneficial owner, you have the right to direct your brokerage firm, bank, dealer, or other similar organization how to vote your shares, and the brokerage firm, bank, dealer, or other similar organization is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares in person at the Special Meeting unless you obtain, and present at the Special Meeting, a legal proxy from your brokerage firm, bank, dealer or other organization.

A quorum must be present at the Special Meeting for any business to be conducted. Under Delaware law and our bylaws, the presence at the Special Meeting online or by proxy of the holders of a majority in voting power of our voting common stock issued and outstanding entitled to vote on the Record Date, will constitute a quorum for the transaction of business at the Special Meeting. The inspector of elections will determine whether a quorum is present and will tabulate the votes cast at the Special Meeting.

Stockholders of record as of the close of business on the Record Date are entitled to participate in and vote at the Special Meeting. To participate in the Special Meeting, including to vote at the Special Meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/APGE2026SM, enter the 16-digit control number found on your proxy card, and follow the instructions on the website. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through www.proxyvote.com, then you may access,

participate in and vote at the Special Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Special Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Special Meeting.

The meeting webcast will begin promptly at [   ], Eastern time. Online check-in will begin approximately 15 minutes before then, and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support.

Under our bylaws, the person presiding over any meeting of our stockholders (including the Special Meeting) has the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. This means that if a quorum is not present at the scheduled time of the Special Meeting, the chair of the Special Meeting is authorized by our bylaws to adjourn or recess the Special Meeting from time to time until a quorum is present.

If you receive more than one set of proxy materials, your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that your shares are voted, for each set of proxy materials, please submit your proxy via phone, via the internet or by signing, dating and returning the enclosed proxy card in the enclosed pre-paid envelope.

You may vote over the internet, the phone, via mail or at the Special Meeting. Your proxy card will have specific information on the manner in which you can vote your shares.

Yes. If you are a record holder, you may revoke your proxy and change your vote at any time before the proxy is voted at the Special Meeting:

Your most recent proxy is the one that is counted. Your attendance at the Special Meeting will not, by itself, revoke your proxy.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote virtually at the Special Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot at the Special Meeting.

A representative from Broadridge Financial Solutions will act as inspector of election, who will tabulate and certify the votes by proxy.

If you are a record holder and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our board of directors, then your shares will be voted at the Special Meeting in accordance with our board of directors’ recommendation on all matters presented for a vote at the Special Meeting. Similarly, if you are a

record holder and submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of our board of directors. Our board of directors’ recommendations are indicated on page 37 of this proxy statement, along with the description of each proposal in this proxy statement.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote your shares on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.” The proposals to be considered at the Special Meeting are non-routine matters, and banks, brokers and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares of our voting common stock.

Shares of common stock held by persons attending the Special Meeting but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal, will be counted as present for purposes of determining the presence of a quorum. In the case of the Merger Proposal, an abstention will have the same effect as a vote “AGAINST” the Merger Proposal.

Section 14A of the Exchange Act requires us to seek a non-binding, advisory vote regarding compensation that will or may be paid, or become payable to, our named executive officers that is based on or otherwise relates to the Merger. This advisory vote is different from the “say-on-pay” advisory vote in our proxy statement for our 2026 annual meeting, and you may vote on the Merger related compensation described in this proxy statement independent of how you may have voted with respect to “say-on-pay” for our 2026 annual meeting.

Approval of the Compensation Proposal is not a condition to completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Apogee or AbbVie. If the Merger Proposal is approved by our stockholders and the Merger is completed, the compensation that will or may be paid, or become payable to, our named executive officers that is based on or otherwise relates to the Merger will or may be paid to our named executive officers pursuant to the terms of the applicable arrangements even if stockholders fail to approve the Compensation Proposal.

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of our common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of our common stock, and each of you notifies Apogee in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of our common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone.

If available, Apogee may announce preliminary voting results at the conclusion of the Special Meeting. We intend to publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Special Meeting. All reports that Apogee files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find More Information.”

Under U.S. federal income tax laws, the receipt of cash by a U.S. Holder pursuant to the Merger will be a taxable transaction to such U.S. Holders. A U.S. Holder generally will recognize gain or loss equal to the difference, if any, between (i) the cash received and (ii) such U.S. Holder’s adjusted tax basis in our common stock exchanged pursuant to the Merger. Such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such shares exceeds one year at the time of the Merger. A non-corporate U.S. Holder (including an individual) who has held our common stock for more than one year generally will be eligible for reduced tax rates for such long-term capital gains.

Non-U.S. Holders generally will not be subject to U.S. federal income tax with respect to the receipt of cash in the Merger unless such Non-U.S. Holder has certain connections to the United States or certain other exceptions apply.

Please carefully review the information in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the Merger.

If you hold your shares in book-entry form but not through the Depository Trust Company, you will receive instructions regarding delivery of an “agent’s message” with respect to such book-entry shares. If your shares are held in “street name” by your bank, broker or other nominee, you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the Merger Consideration.

We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger by the third quarter of 2026. However, the exact timing of completion of the Merger, and if it occurs at all, cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger.”

If the Merger is completed, our stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares of our common stock will be entitled to appraisal rights in connection with the Merger under Section 262. This means that stockholders are entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they fully comply with the procedures established by Section 262. Due to the complexity of the appraisal process, our stockholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. The DGCL requirements for exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” and Section 262 regarding appraisal rights may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Yes. In considering the recommendation of our board of directors with respect to the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally. In (1) evaluating and negotiating the Merger Agreement; (2) approving the Merger Agreement and the Merger; and (3) recommending that our stockholders approve the Merger Proposal, our board of directors was aware of and considered these interests, to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “The Merger—Interests of Apogee’s Directors and Executive Officers in the Merger.”

We have retained Innisfree M&A Incorporated, a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of $75,000, plus a success fee of approximately $37,500, and expenses, as well as additional fees in certain circumstances, as agreed between the Proxy Solicitor and Apogee. The expense of soliciting proxies will be borne by us. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our voting common stock, please contact our Proxy Solicitor:

INNISFREE M&A INCORPORATED

500 Fifth Avenue, 21st Floor

New York, NY 10110

This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact, including statements regarding market and industry prospects and future results of operations or financial position made in this proxy statement are forward-looking. In many cases, you can identify forward-looking statements by terminology, such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of such terms and other comparable terminology. Statements in this proxy statement that are forward-looking may include, but are not limited to, statements regarding the benefits of the proposed acquisition of Apogee by AbbVie and the associated integration plans, anticipated future operating performance and results of Apogee, the expected accretion to AbbVie’s adjusted diluted earnings per share beginning in 2032, the expected timing of the closing of the proposed acquisition and other transactions contemplated by the Merger Agreement, and the potential of zumilokibart (APG777) and other Apogee’s pipeline assets.

There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside Apogee’s control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. Such risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the right of Apogee or AbbVie or both of them to terminate the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the failure to obtain applicable regulatory or Apogee stockholder approval in a timely manner or otherwise; the risk that the proposed acquisition may not close in the anticipated timeframe or at all due to one or more of the other closing conditions to the transaction not being satisfied or waived; the possibility of competing acquisition proposals for Apogee; the risk that there may be unexpected costs, charges or expenses resulting from the proposed acquisition; risks related to the ability of Apogee and AbbVie to successfully integrate the businesses and the possibility that such integration may be more difficult, time consuming or costly than expected; risks that the proposed transaction disrupts Apogee’s or AbbVie’s current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact Apogee’s ability to pursue certain business opportunities or strategic transactions; risks related to disruption of each company’s management’s time and attention from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Apogee’s and/or AbbVie’s common stock, credit ratings or operating results; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Apogee and AbbVie to retain and hire key personnel, to retain customers and to maintain relationships with each of their respective business partners, suppliers and customers and on their respective operating results and businesses generally; the risk of litigation that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers and/or regulatory actions related to the proposed acquisition, including the effects of any outcomes related thereto; the risk that zumilokibart (APG777) or APG273 and other Apogee’s pipeline assets may not demonstrate the anticipated success, safety, or efficacy in ongoing or future clinical trials; the risk that positive Phase 2 and Phase 1b interim results for zumilokibart (APG777) may not be predictive of results in later-stage or larger clinical trials; challenges to intellectual property; adverse litigation or government action; competition from other products; difficulties inherent in the research and development process; risks related to unpredictable and severe or catastrophic events, including but not limited to acts of terrorism, war or hostilities, cyber attacks, or the impact of any pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on Apogee’s or AbbVie’s business, financial condition and results of operations, as well as the response thereto by each company’s management; and other business effects, including the effects of industry, market, economic, political or regulatory conditions.

Also, AbbVie’s and Apogee’s actual results may differ materially from those contemplated by the forward-looking statements for a number of additional reasons as described in AbbVie’s and Apogee’s filings with the SEC, including those set forth in the Risk Factors section and under any “Forward-Looking Statements” or similar heading in AbbVie’s and Apogee’s most recently filed Annual Report on Form 10-K filed on February 20, 2026, and March 2, 2026, respectively, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

AbbVie and Apogee have based these forward-looking statements on their current expectations and projections about future events. Although the parties believe that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based upon those assumptions also could be incorrect. Except to the extent required by law, AbbVie and Apogee undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

We will hold the Special Meeting on [   ], 2026, at [   ], Eastern time (unless the Special Meeting is adjourned or postponed). You can virtually attend and vote in the Special Meeting by accessing a live webcast using the Internet at www.virtualshareholdermeeting.com/APGE2026SM. Please note that you will not be able to attend the Special Meeting physically in person. Instructions on how to attend and participate online are provided on the proxy card. We expect check-in to be available starting around [   ], Eastern time, on the day of the Special Meeting, [   ], 2026, and you should allow ample time for online check-in proceedings. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

At the Special Meeting, we will ask stockholders to vote to approve (1) the Merger Proposal, (2) the Compensation Proposal and (3) the Adjournment Proposal.

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. As of the Record Date, there were [   ] shares of our voting common stock outstanding and entitled to vote at the Special Meeting. A complete list of registered stockholders as of the close of business on the Record Date will be available for inspection during ordinary business hours by stockholders of record ten days prior to the Special Meeting at our principal business offices at One Letterman Drive, Building B, Suites B6-850 and B6-800, The Presidio of San Francisco, San Francisco, California 94129-1492.

A majority of the issued and outstanding shares of our voting common stock entitled to vote at the meeting, present virtually at the Special Meeting or represented by proxy, will constitute a quorum at the Special Meeting. Under our bylaws, the person presiding over any meeting of our stockholders (including the Special Meeting) has the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Each stockholder will be entitled to one vote for each share of our voting common stock that such stockholder owns at the close of business on the Record Date on each proposal to be acted upon at the Special Meeting. The affirmative vote of the holders of a majority of the shares of our voting common stock outstanding on the Record Date is required to approve the Merger Proposal. Immediately prior to the execution of the Merger Agreement, holders of our non-voting common stock executed and delivered to Apogee a written consent approving Apogee’s entry into the Merger Agreement and consummation of the Merger. The consummation of the Merger remains subject to the affirmative vote of the holders of a majority of the shares of our voting common stock outstanding on the Record Date. As of the Record Date, [   ] votes constitute a majority of the outstanding shares of our voting common stock. Shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal. Approval of the Merger Proposal by our stockholders is a condition to the Closing.

The approval of the Compensation Proposal, on a non-binding, advisory basis, requires the affirmative vote of a majority of the shares of our voting common stock present or represented by proxy and entitled to vote thereon. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Compensation Proposal. The approval of the Compensation Proposal is advisory and non-binding, and is not a condition to the completion of the Merger.

The approval of the Adjournment Proposal, if necessary or appropriate, requires the affirmative vote of a majority of the shares of our voting common stock present or represented by proxy and entitled to vote thereon. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting and vote online during the meeting, your shares of our voting common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Apogee does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide them with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of our voting common stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee on how to vote your shares of our voting common stock will have the same effect as a vote “AGAINST” the Merger Proposal, but assuming a quorum is present at the Special Meeting, will not have any effect on the Compensation Proposal or the Adjournment Proposal.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [   ] shares of our voting common stock, representing approximately [   ] % of the shares of our voting common stock outstanding on the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of our voting common stock: (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If you are a stockholder of record (that is, if your shares of our voting common stock are registered in your name with Computershare Trust Company, N.A., our transfer agent), there are four ways to vote:

You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares of our voting common stock according to your directions.

Voting instructions are included on your proxy card. All shares of our voting common stock represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If your shares of our voting common stock are held in “street name” through a bank, broker or other nominee, you may vote:

If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote online with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the Merger Proposal but, assuming a quorum is present at the Special Meeting, will not have any effect on the Compensation Proposal or the Adjournment Proposal.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of our voting common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote your shares of our voting common stock that you beneficially own, you may still vote your shares of our voting common stock online at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting virtually and vote online during the Special Meeting, your previous vote by proxy will not be counted.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting virtually, in the absence of voting online during the Special Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our voting common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote online at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Our board of directors, after careful consideration, including considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (i) determined that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Apogee and our stockholders; (ii) declared it advisable for Apogee to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Apogee of the Merger Agreement and the consummation of the Transactions; (iv) on the terms and subject to the conditions set forth in the Merger Agreement, recommended that our stockholders adopt the Merger Agreement at the Special Meeting; and (v) resolved that the Merger Agreement will be submitted to our stockholders for adoption at the Special Meeting in accordance with the Merger Agreement.

Our board of directors unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

We have retained Innisfree M&A Incorporated as the Proxy Solicitor to solicit proxies in connection with the Special Meeting at a cost of $75,000, plus a success fee of approximately $37,500, and expenses, as well as additional fees in certain circumstances, as agreed between the Proxy Solicitor and Apogee. The expense of soliciting proxies will be borne by us. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the Merger Proposal, we anticipate, but cannot guarantee, that the Merger will be consummated by the third quarter of 2026.

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares of our common stock will be entitled to appraisal rights in connection with the Merger so long as they comply fully with Section 262. This means that stockholders are entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive in lieu of the Merger Consideration payment in cash of the amount determined by the Delaware Court of Chancery to be the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply fully with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the Merger Consideration.

Stockholders wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “Appraisal Rights,” and Section 262, the relevant section of the DGCL regarding appraisal rights, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures.

As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from the Nasdaq Global Market and will be deregistered under the Exchange Act, and we will no longer file annual, periodic and current reports with the SEC.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. A single set of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

We will promptly deliver a separate copy of this proxy statement to any stockholder upon request submitted in writing to us at our principal offices at One Letterman Drive, Building B, Suites B6-850 and B6-800, The Presidio of San Francisco, San Francisco, California 94129-1492, Attention: Corporate Secretary. You may also orally submit your request by calling (650) 394-5230.

If two or more stockholders sharing the same address are currently receiving multiple copies of this proxy statement and would like to receive only one copy for their household, the stockholders should contact their bank, broker or other nominee record holder, or contact us as instructed above.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our voting common stock, please contact our Proxy Solicitor:

Proposal One: Adoption Of The Merger Agreement

We are asking you to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Apogee, with Apogee surviving the Merger as an indirect wholly owned subsidiary of AbbVie.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote in favor of this Merger Proposal by the holders of a majority of the total outstanding shares of our voting common stock as of the Record Date. If you abstain from voting, fail to cast your vote (online during the Special Meeting or by proxy), or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the Merger Proposal.

Our board of directors unanimously recommends that you vote “FOR” this proposal.

Named Executive Officer Merger-Related Compensation Agreements

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that will or may be paid, or become payable to, Apogee’s named executive officers that is based on or otherwise relates to the Merger and/or the other Transactions, as disclosed in the section of this proxy statement captioned “The Merger—Interests of Apogee’s Directors and Executive Officers in the Merger.”

We are asking stockholders to indicate their approval of the various items of compensation that will or may be paid or become payable by Apogee to our named executive officers in connection with the Merger. These payments are set forth in the section of this proxy statement captioned “The Merger—Interests of Apogee’s Directors and Executive Officers in the Merger—Golden Parachute Compensation,” and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Apogee’s overall compensation program for our named executive officers.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Apogee Therapeutics, Inc. approve, on a non-binding, advisory basis, the compensation that will or may be paid, or become payable to, Apogee’s named executive officers that is based on or otherwise relates to the Merger or the other Transactions as disclosed pursuant to Item 402(t) of Regulation S-K in the section of this proxy statement captioned ‘The Merger—Interests of Apogee’s Directors and Executive Officers in the Merger—Golden Parachute Compensation.”’

Stockholders should note that the approval of this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Apogee, our board of directors, AbbVie or the named executive officers. Further, certain payments under the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions of the underlying plans, agreements and the Merger Agreement.

Our board of directors unanimously recommends that you vote “FOR” this proposal.

Proposal Three: Adjournment Of The Special Meeting

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, to solicit additional votes if there are insufficient votes in favor of the Merger Proposal at the time of the Special Meeting.

Under our bylaws, the person presiding over any meeting of our stockholders (including the Special Meeting) has the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. However, if stockholders approve this Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional votes, including proxies from stockholders that have previously returned properly executed proxies voting against approval of the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the Merger Proposal such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the approval of the Merger Proposal and seek to convince the stockholders of those shares of our voting common stock to change their votes to votes in favor of approval of the Merger Proposal. Additionally, we could seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

Approval of this Adjournment Proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the Special Meeting or by proxy for this proposal. Failures to vote, abstentions and broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present).

We do not anticipate calling a vote on this proposal if the Merger Proposal is approved by a majority of the outstanding shares of our voting common stock as of the Record Date.

Our board of directors unanimously recommends that you vote “FOR” this proposal.

This discussion of the Merger Agreement and the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement attached to this proxy statement as Annex A, which is incorporated into this proxy statement by reference. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Apogee Therapeutics, Inc.

Apogee 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, asthma, eosinophilic esophagitis, chronic obstructive pulmonary disease, 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.

Apogee maintains a website at www.apogeetherapeutics.com. Apogee’s voting common stock, par value $0.00001, is listed on the Nasdaq Global Market under the symbol “APGE.”

AbbVie Inc.

AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, neuroscience, oncology and aesthetics. AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases. AbbVie’s portfolio of products includes immunology products, neuroscience products, oncology products, aesthetics products and other key products. AbbVie was incorporated in Delaware on April 10, 2012. AbbVie’s common stock is listed and traded on the NYSE under the symbol “ABBV.”

Andor LLC

Parent is a Delaware limited liability company and a wholly owned subsidiary of AbbVie. Parent was formed on June 16, 2026, solely for the purpose of engaging in the Transactions and has not engaged in any business activities other than in connection with the Transactions.

Andor Merger Co.

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent and was formed on June 16, 2026, solely for the purpose of engaging in the Transactions and has not engaged in any business activities other than in connection with the Transactions.

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Apogee, the separate corporate existence of Merger Sub will cease, and Apogee will continue as the Surviving Corporation and an indirect wholly owned subsidiary of AbbVie. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from the Nasdaq Global Market and will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, AbbVie and Merger Sub may agree and specify in the certificate of merger in accordance with the DGCL).

If the Merger Agreement is not adopted by our stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the Merger. Instead, Apogee will remain an independent public company, our common stock will continue to be listed and traded on the Nasdaq Global Market and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which Apogee operates and risks related to adverse economic conditions.

Upon termination of the Merger Agreement under specified circumstances set forth in the section of this proxy statement captioned “The Merger Agreement—Effect of Termination; Termination Fees,” Apogee will be required to pay AbbVie a termination fee of $381,273,716 in cash. Parent will be also required to pay to Apogee a reverse termination fee of $381,273,716 in cash if the Merger Agreement is terminated under specified circumstances. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Effect of Termination; Termination Fees.”

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, it is likely that the price of our voting common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our voting common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the Merger is not completed, our board of directors will continue to evaluate and review Apogee’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement is not adopted by our stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to our board of directors will be offered or that Apogee’s business, prospects or results of operation will not be adversely impacted.

At the Effective Time, each share of our common stock outstanding immediately prior to the Effective Time (other than the Canceled Shares and the Dissenting Shares) will be converted into the right to receive the Merger Consideration.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise and perfect, and do not subsequently withdraw, their appraisal rights will have the right to receive a payment for the “fair value” of their shares of our common stock as determined pursuant to an appraisal proceeding as contemplated by Section 262, as described in the section of this proxy statement captioned “Appraisal Rights”).

At the direction of our board of directors, our management regularly meets with biotechnology and pharmaceutical companies and other third parties regarding a variety of potential partnerships, licensing arrangements, joint ventures, collaborations and other strategic transactions. Our board of directors also periodically evaluates our historical performance, future growth prospects and long-term strategic plan, and considers various strategic opportunities

available to Apogee as well as ways to enhance stockholder value in the greater context of the competitive, regulatory, financing and economic environment and overall developments in the biopharmaceutical industry. These reviews over time have included discussions among the directors as to whether Apogee should continue to execute on its strategy as a standalone company, pursue various partnerships, collaborations, licensing arrangements or other business development opportunities, seek to raise additional capital or pursue a sale of Apogee.

Beginning in 2023 through March 2026, from time to time, representatives of our management had discussions with representatives of AbbVie regarding Apogee’s products. No offer was made as part of these discussions.

On March 23, 2026, we announced positive 52-week maintenance data from Part A of our Phase 2 APEX clinical trial of zumilokibart.

On March 25, 2026, our board of directors held a regularly scheduled meeting, also attended by our management and representatives of Jefferies and Kirkland & Ellis LLP, our outside M&A counsel, which will be referred to as Kirkland. Jefferies reviewed with our board of directors recent developments relating to us, including the results of the APEX Part A 52-week data readout and the market and industry in which we compete. Jefferies also reviewed Wall Street analyst estimates and price targets relating to us and presented certain financial analyses and other valuation-related materials based on Wall Street analyst revenue estimates and related forecast information for discussion by our board of directors. Kirkland provided a review of the legal considerations related to the evaluation of a potential M&A transaction involving Apogee, including the directors’ fiduciary duties.

In late March 2026, Carl Dambkowski, MD, our Chief Medical Officer, Jeff Hartness, our Chief Commercial Officer, and Dan Mulreany, our Chief Business Officer, attended the 2026 American Academy of Dermatology Annual Meeting and held meetings with representatives of AbbVie and three other global pharmaceutical companies, which will be referred to as Party A, Party B and Party C, during which our management provided those companies with updates on our clinical programs.

On April 2, 2026, a representative of AbbVie called Michael Henderson, MD, our Chief Executive Officer, and conveyed that AbbVie wanted to conduct due diligence on non-public data in anticipation of the upcoming release of data from Part B of our Phase 2 APEX clinical trial of zumilokibart. Thereafter through June 18, 2026, representatives of our management engaged in various conversations with representatives of AbbVie to discuss a potential strategic transaction.

On April 3, 2026, a representative of Party B contacted Dr. Henderson and expressed a desire to enter into a confidentiality agreement in connection with exploratory discussions regarding a potential strategic transaction. The representative of Party B indicated they would send a draft confidentiality agreement.

On April 7, 2026, we executed a confidentiality agreement with AbbVie. The confidentiality agreement did not include a standstill provision.

On April 15, 2026, representatives of our management conducted the first confidential management presentation with representatives of AbbVie.

On May 1, 2026, representatives of our management conducted an additional management presentation with representatives of AbbVie.

On May 5, 2026, we entered into a confidentiality agreement with Party A. The confidentiality agreement did not include a standstill provision.

On May 6, 2026, representatives of our management conducted a management presentation with representatives of Party A.

On May 7, 2026, our board of directors held a meeting, also attended by our management and representatives of Goldman Sachs. Dr. Henderson updated our board of directors on the various discussions with AbbVie and Party A prior to the meeting. During the meeting, in connection with our evaluation of a potential royalty financing transaction with an affiliate of funds managed by Blackstone Life Sciences, which will be referred to as Blackstone, ahead of the data readout from Part B of our Phase 2 APEX clinical trial, our board of directors reviewed a non-public, unaudited forecast of zumilokibart sales prepared by our management on a risk adjusted basis, which will be referred to as the May 2026

Financing Sales Outlook (as further described in the section of this proxy statement captioned “The Merger—Certain Financial Projections”). The May 2026 Financing Sales Outlook was prepared to facilitate seeking favorable terms for a royalty financing from potential counterparties ahead of the data readout from Part B of our Phase 2 APEX clinical trial.

On May 13, 2026, having still not received a draft confidentiality agreement, representatives of our management followed up with a representative of Party B and sent a draft confidentiality agreement, which was subsequently executed on May 15, 2026. The confidentiality agreement did not include a standstill provision.

On May 26, 2026, following approval by our board of directors on May 23, 2026, we entered into a revenue participation right purchase and sale agreement with an affiliate of funds managed by Blackstone, under which we sold to such affiliate the right to receive payments based on annual worldwide net product sales of zumilokibart in exchange for an upfront payment of $100 million, potential future milestone payments of up to $700 million and an agreement to negotiate in good faith for such affiliate to provide debt financing of up to $500 million. This arrangement will be referred to as the royalty financing. The royalty financing was intended to provide funding to support the advancement of zumilokibart through Phase 3 development and potential commercialization.

On May 27, 2026, we publicly announced both the royalty financing and positive 16-week data from Part B of our Phase 2 APEX clinical trial.

On May 29, 2026, Dr. Henderson had a call with a representative of AbbVie during which the representative of AbbVie said that AbbVie intended to submit a written, non-binding proposal to acquire Apogee on June 8, 2026, ahead of the June 9, 2026 meeting of our board of directors which the representative of AbbVie was aware of following the various conversations to discuss a potential strategic transaction between representatives of Apogee and AbbVie. Dr. Henderson shared AbbVie’s intention to submit a written, non-binding proposal with Mark McKenna, the Chairman of our board of directors, and certain members of our management.

Also on May 29, 2026, Mr. Mulreany had a call with representatives of Party A to discuss feedback on ongoing discussions around a potential strategic transaction and on the Part B data. The representatives of Party A indicated they did not think it was likely Party A would participate if there was a near-term process to acquire Apogee.

On June 5, 2026, we conducted a management presentation with Party B.

On June 8, 2026, a representative of AbbVie called Dr. Henderson and communicated that AbbVie would be submitting a written, non-binding proposal to acquire Apogee for an aggregate equity value of $10 billion. The representative of AbbVie conveyed that AbbVie would only be interested in transacting with Apogee if a transaction could be agreed quickly given, among other things, (i) the significant time AbbVie had invested in Apogee, beginning in 2023, (ii) competing demands for other opportunities and (iii) AbbVie’s desire to acquire Apogee with sufficient time to impact the long term development of Apogee’s products. Following this call on June 8, 2026, a representative of AbbVie emailed Dr. Henderson a written, non-binding proposal to acquire all outstanding shares of our common stock for $124 per share, which will be referred to as the June 8 Offer. The June 8 Offer represented a 49% premium to that day’s closing price of $83.01. Upon receipt, Dr. Henderson shared the written proposal with our board of directors and certain members of our management.

Also on June 8, 2026, a representative of AbbVie spoke to a representative of Jefferies and reiterated AbbVie’s desire to transact quickly so that AbbVie could have an impact on the long term development and success of our programs and pipeline, including the upcoming Phase 3 trial initiation.

Also on June 8, 2026, representatives of Goldman Sachs and Jefferies consulted with Mr. McKenna and our management regarding immediate next steps following receipt of the proposal from AbbVie. Given the timeline for a potential transaction articulated by the representative of AbbVie, this group collectively agreed that Goldman Sachs and Jefferies should promptly contact the respective representatives of Party A, Party B, Party C and another global pharmaceutical company, which will be referred to as Party D, to gauge interest in a potential transaction, which parties had previously expressed interest in exploratory discussions regarding a potential strategic transaction with us.

Also on June 8, 2026, we received due diligence questions from each of AbbVie and Party B.

On June 9, 2026, our board of directors held a meeting, also attended by our management and representatives of Goldman Sachs, Jefferies and Kirkland. Goldman Sachs and Jefferies updated our board of directors on their outreach to the four parties that occurred the previous day. Our board of directors discussed whether those parties were in a position to execute a transaction as quickly as AbbVie and at a similar value and concluded that Party A was the most

likely. Goldman Sachs and Jefferies reviewed with our board of directors the June 8 Offer, prior transactions by AbbVie and strategic considerations around responding to AbbVie, including the fact that our cash position would enable us to continue executing as a standalone company. Kirkland reviewed with our board of directors their fiduciary duties, and our directors were asked to inform Kirkland of any potential conflicts of interest with respect to a transaction with AbbVie or any of the other parties. Our board of directors instructed Dr. Henderson to tell the representative of AbbVie that Apogee would grant AbbVie access to more diligence but that the $124 proposal provided insufficient value to transact.

Following the meeting of our board of directors on June 9, 2026, Dr. Henderson contacted a representative of AbbVie and conveyed that our board of directors viewed the $124 proposal as insufficient to transact, but that Apogee would be willing to provide additional diligence to assist AbbVie in finding additional value.

Also on June 9, 2026, a representative of AbbVie sent Dr. Henderson an initial draft merger agreement along with an exclusivity letter.

Also on June 9, 2026, representatives of Party A contacted representatives of Goldman Sachs and Jefferies and indicated that they were considering submitting an acquisition proposal by the end of the week and that they would need access to data in order to submit a competitive proposal. In response to diligence requests received from Party A, we opened a virtual data room to representatives of Party A on June 9, 2026, which included information responsive to the request.

Also on June 9, 2026, we opened a virtual data room to representatives of AbbVie, which included technical, corporate and legal diligence items. Between June 9 and 18, 2026, Apogee held multiple diligence calls with AbbVie and their respective advisors and responded to various diligence requests from AbbVie.

Also on June 9, 2026, representatives of Party D communicated to representatives of Goldman Sachs and Jefferies that Party D would not participate in the process due to its current portfolio priorities.

On June 10, 2026, a representative of AbbVie called Dr. Henderson to inquire about the status of various items, including the draft merger agreement and the analysis of the impact of Sections 280G and 4999 of the Internal Revenue Code on certain payments expected to be made to our management team members in the event of a change in control, which will be referred to as the 280G Analysis, and indicated that AbbVie wanted us to enter into exclusivity once the parties agreed upon price.

Also on June 10, 2026, representatives of Party B and representatives of Party C each communicated to representatives of Goldman Sachs and Jefferies that they would not proceed with a potential transaction. Representatives of Party B did not provide an explanation, and representatives of Party C cited the timing of clinical data readouts in Party C’s current portfolio.

On June 11, 2026, our board of directors held a meeting, also attended by our management and Goldman Sachs, Jefferies and Kirkland. Dr. Henderson and Goldman Sachs and Jefferies updated our board of directors regarding the status of discussions with AbbVie, Party A, Party B, Party C and Party D. Dr. Henderson and Goldman Sachs and Jefferies then reviewed with our board of directors unaudited financial projections prepared by our management, which will be referred to as the June 2026 Projections, and discussed differences from the May 2026 Financing Sales Outlook (as further described in the section of this proxy statement captioned “The Merger—Certain Financial Projections”). Such differences included reduced market share resulting from competition from novel therapies, including potential future combinations or new mechanisms of action. Goldman Sachs and Jefferies then reviewed with our board of directors their respective preliminary financial analyses based on the management projections. After Goldman Sachs and Jefferies left the meeting, Kirkland disclosed to our board of directors that one of the members of our board of directors had an ex-spouse who was an employee at AbbVie.

Following the meeting of our board of directors on June 11, 2026, a representative of AbbVie contacted Dr. Henderson and communicated that AbbVie was going to submit a revised offer to acquire Apogee for $135.11 per share along with a request to enter into an exclusivity agreement, conveying that AbbVie would not increase its price and that AbbVie was only prepared to commit the time and resources necessary to have a transaction finalized if the parties entered into an exclusivity agreement. Following the call, a representative of AbbVie emailed Dr. Henderson a written, non-binding proposal to acquire all outstanding shares of Apogee common stock for $135.11 per share, which will be referred to as the June 11 Offer, along with a partially executed exclusivity agreement with a two-week exclusivity period, stating that the offer was made assuming simultaneous execution of the exclusivity letter. The June 11 Offer represented a 51% premium to that day’s closing price of $89.50.

Also on June 11, 2026, representatives of Kirkland sent a markup of the draft merger agreement to representatives of Paul, Weiss, counsel to AbbVie.

On the morning of June 12, 2026, our board of directors held a meeting, also attended by our management and Goldman Sachs, Jefferies and Kirkland. Dr. Henderson updated our board of directors on his discussion with the representative of AbbVie the prior day. Kirkland discussed with our board the open points for negotiation in the draft merger agreement, including AbbVie’s proposed termination fee and reverse termination fee amounts, in each case equal to 3.5% of the transaction equity value, and the scope of and exclusions to the interim operating covenants. Goldman Sachs and Jefferies reviewed with our board of directors the terms of AbbVie’s $135.11 proposal and discussed strategic considerations around responding to the proposal, including whether there was an opportunity to obtain additional value given that AbbVie had not said “best and final” in their offer. Following discussion, our board of directors instructed a representative of Jefferies to communicate to a representative of AbbVie that our board of directors would like to see a price increase into the $140s per share and instructed Dr. Henderson to separately communicate to the representative of AbbVie that our board of directors would like to see more value.

Later on June 12, 2026, consistent with our board of directors' instructions, the representative of Jefferies had a call with the representative of AbbVie during which the representative of Jefferies conveyed that our board of directors would like to see a price increase into the $140s per share. Following the call, and consistent with our board of directors’ instructions, Dr. Henderson had a call with the representative of AbbVie during which Dr. Henderson communicated that our board of directors would like to see more value. The representative of AbbVie reiterated to Dr. Henderson that AbbVie would not increase the $135.11 proposal and said AbbVie would not be able to commit the resources necessary to execute a transaction on AbbVie’s desired timeline unless the parties reached agreement on the $135.11 per share and exclusivity by 5:00 p.m, Central Standard Time, that day.

Later on June 12, 2026, our board of directors held another meeting, also attended by our management and Goldman Sachs, Jefferies and Kirkland. Dr. Henderson and the representative of Jefferies updated our board of directors on each of their discussions with the representative of AbbVie, and our board of directors discussed with our advisors strategic considerations around how to respond to AbbVie’s request for exclusivity. Our board of directors and the advisors discussed whether holding out for an increased offer would cause AbbVie to walk away and whether Party A would be able to submit an offer above $135.11 per share soon enough to risk losing the AbbVie offer. Our board of directors and our advisors concluded that it was unlikely Party A would be able to submit an offer above $135.11 per share, including because representatives of Party A had not indicated if they would be submitting a bid and had indicated to our advisors that they had not yet determined if we were a strategic fit. Following discussion, our board of directors agreed not to ask AbbVie for another increase and authorized our management to enter into the exclusivity agreement with AbbVie.

Following the meeting of our board of directors in the afternoon of June 12, 2026, consistent with our board of directors’ authorization, we signed the exclusivity agreement with AbbVie, providing for exclusivity through June 26, 2026. Following execution of the exclusivity agreement, we terminated data room access for Party A and sent notices to each of Party A and Party B requesting the destruction of our confidential information as required by the exclusivity agreement.

Also on the evening of June 12, 2026, representatives of Party A communicated to Jefferies that Party A would not proceed with a transaction.

On June 14, 2026, representatives of Party D reached out to Goldman Sachs requesting a call to discuss Apogee. The representative of Goldman Sachs responded that they were not permitted to discuss Apogee at that time, and, in compliance with the exclusivity agreement, representatives of Kirkland notified representatives of Paul, Weiss regarding the communications.

Also on June 14, 2026, representatives of Paul, Weiss emailed representatives of Kirkland communicating that AbbVie wanted (i) Apogee to proceed with negotiating and executing a contemplated IL-31R Antibody Discovery Agreement and IL-31R License Agreement, which together will be referred to as the IL-31R Agreements, with Paragon Therapeutics, Inc., which will be referred to as Paragon, and (ii) to negotiate amendments to certain existing agreements with Paragon, including the TSLP License Agreement, the OX-40L License Agreement, the IL-4Ra License Agreement, the IL-13 License Agreement and the IL-13 Discovery and Option Agreement, pursuant to an omnibus amendment, which will be referred to as the Omnibus Amendment. Paragon is affiliated with Fairmount Funds Management at which one of our directors is a managing member. A fund affiliated with Fairmount Funds Management is also a shareholder (as further described in the section of this proxy statement captioned “The Merger—Interests of Apogee’s Directors and Executive Officers in the Merger”).

On June 15, 2026, representatives of Apogee, Paragon, their respective outside licensing counsel and Paul, Weiss had a call to discuss the initial terms of the IL-31R Agreements and the Omnibus Amendment, in particular the form of the IL-31R Agreements, as well as the scope of Paragon’s exclusivity commitment and royalty deductions under the Omnibus Amendment.

Between June 15, 2026, and the execution of the merger agreement on June 18, 2026, representatives of Kirkland and Paul, Weiss exchanged drafts of the merger agreement and other ancillary transaction documents. The key issues negotiated and resolved in the draft merger agreement included the termination fee and reverse termination fee percentages and the scope of and exclusions to the interim operating covenants.

On June 16, 2026, our board of directors held a meeting, also attended by our management and Goldman Sachs, Jefferies and Kirkland. Dr. Henderson updated our board of directors on the status of negotiations with Paragon and the outreach by Party D. After our management left the meeting, our board of directors and Kirkland discussed the 280G Analysis and the estimated cost of potential gross-up payments by Apogee to make them whole. Following discussion, our board of directors authorized Kirkland to share with Paul, Weiss the 280G Analysis and our proposal to enter into gross-up arrangements with members of our management. Following the meeting, consistent with our board of directors’ authorization, representatives of Kirkland sent the 280G Analysis and proposed gross-ups to representatives of Paul, Weiss.

Between June 16, 2026, and the execution of the IL-31R Agreements on June 17, 2026 and the Omnibus Amendment on June 18, 2026, representatives of Apogee, Paragon, their respective licensing counsel and Paul, Weiss exchanged drafts of such documents. Under the Omnibus Amendment, Paragon and AbbVie agreed that, conditioned on, and to be deemed effective as of immediately prior to, the closing of the merger, certain terms in the IL-31R License Agreement, the TSLP License Agreement, the OX-40L License Agreement, the IL-4Ra License Agreement, and the IL-13 License Agreement will be amended, including with respect to scope and duration of Paragon exclusivity commitments, eligible royalty deductions and conditions of product reversion upon termination. The key issues negotiated and resolved in the IL-31R Agreements and Omnibus Amendment included the scope of Paragon’s exclusivity commitments and exclusions thereto.

Also on June 16, 2026, the audit committee of our board of directors held a meeting during which our management provided an update regarding the IL-31R Agreements, which required approval by the audit committee under our related person transactions policy given Paragon’s relationships with Apogee (as further described in the section of this proxy statement captioned “Interests of Apogee’s Directors and Executive Officers in the Merger”). The audit committee pre-approved entry into the IL-31R Agreements in accordance with our related person transaction policies and procedures and recommended to our board of directors approval of the IL-31R Agreements and the Omnibus Amendment, which our board of directors approved by written consent on June 17, 2026.

Between June 16 and 17, 2026, our advisors spoke to AbbVie's advisors to confirm that AbbVie's offer remained $135.11 per share consistent with the June 11 Offer price in light of the share counts that had been shared between the parties. Following those discussions, a representative of AbbVie communicated to Dr. Henderson that the price per share remained the same and was not intended to change based on the most recent confirmed share count.

On June 17, 2026, representatives of Paul, Weiss sent representatives of Kirkland a draft restrictive covenant agreement containing confidentiality, non-compete, non-solicit, no-hire and non-disparagement obligations, to be executed by certain members of our management. Over the course of the day, Paul, Weiss exchanged comments on the draft restrictive covenant agreement with members of our management and their respective counsel, which were executed by Drs. Henderson and Dambkowski on June 18, 2026.

Also on June 17, 2026, in connection with a discussion of potential conflicts of interest that could arise from the potential transaction with AbbVie, a representative of Kirkland sent an email to our board of directors asking whether any directors were invested as limited partners in any Blackstone fund or involved with any company currently negotiating or expecting to negotiate a transaction with Blackstone given that the consummation of a transaction with AbbVie would result in certain payments being due to Blackstone pursuant to the royalty financing.

Also on June 17, 2026, our board of directors reviewed relationship disclosures by Goldman Sachs and Jefferies and determined that none of these relationships presented conflicts that affect the ability of either Goldman Sachs or Jefferies to fulfill their responsibilities as financial advisors in connection with an M&A transaction involving AbbVie, and our board of directors approved, and we executed, an engagement letter with each of Goldman Sachs and Jefferies.

On June 18, 2026, our board of directors held a meeting, also attended by our management and representatives of Goldman Sachs, Jefferies and Kirkland. Management provided our board of directors with an overview of the IL-31R Agreements and Omnibus Amendment with Paragon. Kirkland reminded our board of directors that, under the terms of our revenue participation right purchase and sale agreement with an affiliate of funds managed by Blackstone, Blackstone would receive a meaningful benefit as a result of the proposed transaction with AbbVie. Kirkland informed our board of directors that, in response to Kirkland’s email from the previous day, a member of our board of directors had disclosed that, from time to time, companies in the Fairmount Funds Management portfolio engage in transactions with Blackstone and that a company in the Fairmount Funds Management portfolio was in early-stage discussions about the possibility of a transaction with Blackstone in the coming months, and the other members of our board of directors confirmed that they did not have any of the relationships with Blackstone described in the email from Kirkland. Kirkland informed our board of directors that the holders of our non-voting common stock had approved the proposed transaction with AbbVie for purposes of Section 4.2(b) of our charter and reviewed our board of directors’ fiduciary duties. Jefferies confirmed to our board of directors that there were no changes to the financial projections prepared by management and reviewed with our board of directors on June 11, 2026. Jefferies and Goldman Sachs then reviewed with our board of directors their respective financial analyses of the transaction and orally delivered their respective opinions that the proposed transaction with AbbVie was fair from a financial point of view to our stockholders. Kirkland discussed with our board of directors the material terms of the proposed merger agreement and related documentation. Following these discussions, our board of directors unanimously (1) determined that the proposed merger agreement and the transactions contemplated by it are advisable and fair to and in the best interests of Apogee and our stockholders; (2) declared that it is advisable for Apogee to enter into the proposed merger agreement; (3) approved the execution, delivery and performance by Apogee of the proposed merger agreement and the consummation of the transactions contemplated by it; and (4) on the terms and subject to the conditions of the proposed merger agreement, recommended that our stockholders adopt the proposed merger agreement at a special meeting of our stockholders.

Later on June 18, 2026, consistent with our board of directors’ decisions, Apogee and AbbVie entered into the proposed merger agreement, and on June 22, 2026, Apogee and AbbVie issued a joint press release announcing the execution of the merger agreement.

Our board of directors has unanimously (i) determined that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Apogee and our stockholders; (ii) declared it advisable for Apogee to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Apogee of the Merger Agreement and the consummation of the Transactions; (iv) on the terms and subject to the conditions set forth in the Merger Agreement, recommended that our stockholders adopt the Merger Agreement at the Special Meeting; and (v) resolved that the Merger Agreement will be submitted to our stockholders for adoption at the Special Meeting in accordance with the Merger Agreement.

Our board of directors unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

In evaluating the Merger Agreement and the Transactions, including the Merger, our board of directors consulted with outside legal counsel, its financial advisors and our senior management. In reaching their decision to approve the Merger Agreement, and in recommending that our stockholders vote in favor of the adoption of the Merger Agreement, our board of directors considered numerous positive reasons relating to the Merger Agreement, the Merger and the other Transactions, including the following material reasons (which reasons are not necessarily presented in order of relative importance):

In the course of reaching the determinations and decisions and making the recommendation described above, our board of directors, in consultation with our senior management, outside legal counsel and financial advisors, also considered the risks and potential reasons to not proceed with the Merger and the other Transactions, including the following material reasons (which reasons are not necessarily presented in order of relative importance):

Our board of directors concluded that, overall, the potential benefits of the Merger to our stockholders outweighed the risks and uncertainties of the Merger.

The foregoing discussion of reasons considered by our board of directors contains the material reasons considered by our board of directors but is not intended to be exhaustive. In light of the variety of reasons considered in connection with its evaluation of the Merger, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determinations and recommendations. Each member of our board of directors applied his or her own individual business judgment to the process and may have given different weight to different reasons. Our board of directors did not undertake to make any specific determination as to whether any reason or any particular aspect of a reason supported or did not support its ultimate determination. Rather, our board of directors based its recommendation on the totality of the information presented.

This explanation of the reasoning of our board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Forward-Looking Statements.”

Goldman Sachs rendered its opinion to our board of directors that, as of June 18, 2026, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of shares of our common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of our common stock, taken in the aggregate.

The full text of the written opinion of Goldman Sachs, dated June 18, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C of this proxy statement. Goldman Sachs provided advisory services and its opinion for the information and assistance of our board of directors in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of our common stock should vote with respect to the Merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Apogee regarding their assessment of the past and current business operations, financial condition, and future prospects of Apogee; reviewed the reported price and trading activity for shares of our voting common stock; compared certain financial and stock market information for Apogee with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the biopharmaceuticals industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with our board of directors’ consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with our board of directors’ consent that the Management Projections and the NOL Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Apogee. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Apogee or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis.

Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis. Goldman Sachs’ opinion does not address the underlying business decision of Apogee to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Apogee; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of shares of our common stock, taken in the aggregate, pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Apogee; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Apogee, or class of such persons in connection with the Merger, whether relative to the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of shares of our common stock, taken in the aggregate, pursuant to the Merger Agreement or otherwise. Goldman Sachs is not expressing any opinion as to the allocation of the aggregate consideration payable pursuant to the Merger Agreement among the shares of our voting common stock and the shares of our non-voting common stock. In rendering its opinion, Goldman Sachs did not take into account any differential voting or other rights between the shares of our voting common stock and the shares of our non-voting common stock. In addition, Goldman Sachs does not express any opinion as to the prices at which the shares of our common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Apogee or Parent or the Merger, or as to the impact of the Merger on the solvency or viability of Apogee or Parent or the ability of Apogee or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion, and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to our board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of

each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 17, 2026, the last trading day before the public announcement of the Merger, and is not necessarily indicative of current market conditions.

Using the Management Projections and the NOL Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Apogee to derive a range of illustrative present values per share of our common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 12.0% to 14.0%, reflecting estimates of Apogee’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2026 (i) estimates of unlevered free cash flow for Apogee for the fiscal years 2026 through 2046 as reflected in the Management Projections, (ii) a range of illustrative terminal values for Apogee, which were calculated by applying perpetuity growth rates ranging from negative 15.0% to negative 5.0%, to a terminal year estimate of the unlevered free cash flow to be generated by Apogee, as reflected in the Management Projections, (iii) the estimated benefits of Apogee’s net operating losses and research and development tax credits for the years 2026 through 2046, as reflected in the NOL Forecasts and (iv) the estimated benefits of the milestone payments payable to Apogee pursuant to a strategic financing collaboration agreement entered into in May 2026, for the years 2026 through 2046, as reflected in the Management Projections. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Management Projections. Goldman Sachs derived the range of discount rates used to reflect estimates of Apogee’s weighted average cost of capital by application of the capital asset pricing model, which requires certain company-specific inputs, including Apogee’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Apogee, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for Apogee by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Apogee the amount of Apogee’s total debt and debt-like items and added the amount of Apogee’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of Apogee, to derive a range of illustrative equity values for Apogee. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of our common stock, as provided by and approved for Goldman Sachs’ use by the management of Apogee, using the treasury stock method, to derive a range of illustrative present values per share of our common stock ranging from $98.90 to $119.20.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2019, through June 17, 2026, involving public companies in the biopharmaceuticals industry as the target where the disclosed enterprise values for the transaction were between $8.0 billion and $15.0 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 15 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 60% across the period. This analysis also indicated a 25th percentile premium of 43% and 75th percentile premium of 69% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 43% to 69% to the undisturbed closing price per share of our common stock of $88.43 as of June 17, 2026, and calculated a range of implied equity values per share of our common stock of $126.05 to $149.30.

Goldman Sachs analyzed the consideration to be paid to holders (other than Parent and its affiliates) of shares of our common stock pursuant to the Merger Agreement in relation to (i) the closing price per share of our common stock on June 17, 2026, the trading day prior to Apogee announcing the Merger, (ii) the closing price per share of our common stock on June 5, 2026, the trading day prior to the announcement of Parent’s initial proposal, (iii) the 52-week high closing trading price per share of our common stock as of June 17, 2026, which was $92.20 on April 17, 2026, (iv) the 52-week low closing trading price per share of our common stock as of June 17, 2026, which was $34.65 on August 11, 2025, (v) the median analyst price target per share of our common stock on June 17, 2026, (vi) the March 2026 follow-on price per share of our common stock, (vii) the volume weighted average price (“VWAP”) per share of our common stock for the period commencing on May 27, 2026, the date of the announcement of a strategic financing

collaboration agreement, and ended June 17, 2026, (viii) the VWAP per share of our common stock for the 30-trading-day period ended June 17, 2026, (ix) the VWAP per share of our common stock for the 60-trading-day period ended June 17, 2026, and (x) the VWAP per share of our common stock for the 90-trading-day period ended June 17, 2026.

This analysis indicated that the price per share of our common stock to be received by the holders (other than Parent and its affiliates) of shares of our common stock pursuant to the Merger Agreement represented:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Apogee or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to our board of directors as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of our common stock of the Merger Consideration to be paid to such holders, taken in the aggregate, pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Apogee, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations between Apogee and Parent and was approved by our board of directors. Goldman Sachs provided advice to Apogee during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Apogee or our board of directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above in the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” Goldman Sachs’ opinion to our board of directors was one of many factors

taken into consideration by our board of directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C to this proxy statement.

Goldman Sachs and its affiliates (collectively, the “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Apogee, Parent, AbbVie, any of their respective affiliates and third parties, including Venrock Associates, a significant shareholder of Apogee (“Venrock”) (collectively, the “Relevant Parties”) or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement.

Goldman Sachs Investment Banking has an existing lending relationship with AbbVie. Goldman Sachs acted as financial advisor to Apogee in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the Merger Agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to Apogee and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Apogee in connection with a strategic financing collaboration in May 2026. During the two-year period ended June 18, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Apogee and/or its affiliates of approximately $1.25 million.

Goldman Sachs has also provided certain financial advisory and/or underwriting services to Venrock and/or its affiliates from time to time. During the two-year period ended June 18, 2026, Goldman Sachs Investment Banking has not been engaged by Venrock or its affiliates (excluding Apogee and its Related Entities (as defined below)) to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. As of June 18, 2026, Goldman Sachs Investment Banking was not mandated by Venrock and/or its Related Entities (excluding Apogee and its Related Entities) to provide to any such person financial advisory and/or underwriting services. As of June 18, 2026, Goldman Sachs Investment Banking was not soliciting Venrock and/or its Related Entities (excluding Apogee and its Related Entities) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to AbbVie and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as joint bookrunner with respect to the issuance by AbbVie of investment grade bonds in February 2025 and February 2026. During the two-year period ended June 18, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to AbbVie and/or its affiliates of approximately $2.5 million. As of June 18, 2026, Goldman Sachs Investment Banking was mandated by AbbVie to provide financial advisory and/or underwriting services unrelated to the Merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expects that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the Merger. One or more members of the Goldman Sachs Investment Banking team working with Apogee in connection with the Merger is currently involved in one or more of such unrelated mandates. As of June 18, 2026, Goldman Sachs was not soliciting AbbVie and/or its Related Entities to work on financial advisory and/or underwriting matters for any such persons on which it had not been mandated. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Parties and their respective affiliates and/or as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of June 18, 2026, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in Apogee and/or its affiliates (excluding Venrock and its other affiliates), (ii) an aggregate direct GS Principal Investment of approximately $53 million in Venrock and its other affiliates, and (iii) no direct GS Principal Investment in Parent and/or its Related Entities. As of June 18, 2026, funds managed by affiliates of Goldman Sachs Investment Banking were co-invested with Venrock and/or its affiliates and were invested in equity interests of funds managed by affiliates of Venrock.

Such funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Venrock and/or its affiliates or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of this proxy statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

Our board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated June 17, 2026, Apogee engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between Apogee and Goldman Sachs provides for a transaction fee of approximately $65 million, $10 million of which became payable upon announcement of the transaction, and the remainder of which is contingent upon consummation of the Merger. In addition, Apogee has agreed to reimburse Goldman Sachs for certain of its expenses arising out of the engagement, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Apogee engaged Jefferies as a financial advisor in connection with the proposed Merger. In connection with this engagement, our board of directors requested that Jefferies evaluate the fairness, from a financial point of view, to the holders of shares of our common stock (other than shares of our common stock held by Parent, Merger Sub and their respective affiliates) of the Merger Consideration to be paid to such holders (other than Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of our board of directors held on June 18, 2026, to evaluate the Merger, Jefferies rendered to our board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated June 18, 2026, to the effect that, as of the date of such written opinion and based on and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be received by the holders of shares of our common stock (other than shares of our common stock held by Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates).

The full text of Jefferies’ written opinion, dated June 18, 2026, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Jefferies in preparing its opinion, is attached as Annex D to this proxy statement and is incorporated herein by reference.

Jefferies’ opinion was provided for the use and benefit of our board of directors (in its capacity as such) in its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger as compared to any alternative transaction or opportunity that might be available to Apogee, nor did it address the underlying business decision by Apogee to engage in the Merger or any other matter. Jefferies’ opinion did not in any way address proportionate allocation or relative fairness among holders of shares of our common stock, holders of any other securities of Apogee or otherwise. Jefferies’ opinion does not constitute a recommendation as to how our board of directors or any securityholder should vote or act with respect to the Merger or any other matter. The summary of Jefferies’ opinion set forth below is qualified in its entirety by reference to the full text of Jefferies’ written opinion attached as Annex D to this proxy statement.

In arriving at its opinion, Jefferies, among other things:

In its review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available to Jefferies by Apogee or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on the assurances of the management and other representatives of Apogee that they were not aware of any facts or circumstances that would make any of the foregoing information incomplete, inaccurate or misleading. In connection with its review, Jefferies did not make and did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities, of Apogee or any other entity, and Jefferies was not furnished with and assumed no responsibility to obtain or conduct any such evaluations, appraisals or physical inspections. Jefferies did not evaluate and did not express any opinion as to the solvency or fair value of Apogee or any other entity, or the impact of the Merger thereon, under any laws relating to bankruptcy, insolvency or similar matters. In addition, Jefferies’ analyses and opinion did not consider any actual or potential arbitration, litigation, claims, audits or possible unasserted claims, investigations or other proceedings involving or affecting Apogee or any other entity. 

With respect to the Management Projections provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies has been advised by Apogee, and has assumed, that the Management Projections relating to Apogee that Jefferies has been directed to utilize for purposes of its analyses and opinion have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Apogee as to, and were an appropriate basis upon which to evaluate, the future financial performance of Apogee and the other matters covered thereby. Jefferies expressed no opinion as to the Management Projections or the assumptions on which they were based. 

Jefferies relied upon the assessments of the management of Apogee as to, among other things, (i) the potential impact on Apogee of market, competitive, macroeconomic, geopolitical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the biopharmaceutical industry, including with respect to the pricing of and third-party coverage and reimbursement for pharmaceutical products, (ii) matters relating to the products and product candidates of Apogee, the potential use and indications for such products and product candidates, related technology and intellectual property and regulatory approval processes and risks, including with respect to the probability and timing for the development, clinical testing, manufacturing and commercialization of such products and product candidates and related uses and indications, and the validity and duration of licenses and patents, and (iii) existing and future agreements and other arrangements involving, and ability to attract, retain and/or replace, key employees and consultants, customers, suppliers and other commercial and collaboration relationships. Jefferies assumed that there would not be any developments with respect to any such matters that would be meaningful in any respect to Jefferies’ analyses or opinion. 

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated, and the information made available to Jefferies, as of the date of Jefferies’ opinion. Events occurring after the date of Jefferies’ opinion may affect the opinion and the assumptions upon which Jefferies’ opinion was based, and Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion. As our board of directors was aware, the credit, financial and stock markets, and the industry in which Apogee operates, have experienced and may continue to experience volatility and disruptions and Jefferies expressed no view or opinion as to any potential effects of such volatility or disruptions on Apogee or the Merger.

Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to Apogee or the Merger, and Jefferies assumed the correctness in all respects meaningful to its analyses and opinion of all legal, regulatory, accounting and tax advice given to Apogee and/or our board of directors, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting Apogee or the Merger and legal, regulatory, accounting and tax consequences to Apogee or its securityholders of the terms of, and transactions contemplated by, the Merger Agreement. Jefferies did not take into account, for purposes of its analyses and opinion, any tax consequences of the Merger to any holder of shares of our common stock. Jefferies assumed that the Merger would be consummated in accordance with its terms without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements that would be meaningful in any respect to Jefferies’ analyses or opinion and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on Apogee or the Merger or that otherwise would be meaningful in any respect to Jefferies’ analyses or opinion. Jefferies also assumed that the final Merger Agreement, when signed by the parties thereto, would not differ from the execution version of the Merger Agreement reviewed by Jefferies in any respect meaningful to Jefferies’ analyses and opinion.

Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Apogee, nor did it address the underlying business decision by Apogee to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger or any term, aspect or implication of any support agreement or other agreements, instruments, arrangements or understandings entered into, terminated or amended in connection with, or contemplated by or resulting from, the Merger. Jefferies’ opinion was limited to the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to be received by holders of shares of our common stock (other than shares of our common stock held by Parent, Merger Sub and their respective affiliates), without regard to individual circumstances of specific holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of Apogee held by such holders, and Jefferies’ opinion did not in any way address proportionate allocation or relative fairness among such holders, holders of any other securities of Apogee or otherwise. Jefferies was not asked to, and its opinion did not, address the fairness, financial or otherwise, of any consideration to the holders of any class of securities, creditors or other constituencies of Apogee or any other party. Jefferies’ opinion also did not address allocation of the aggregate consideration payable pursuant to the Merger Agreement among shares of our voting common stock and shares of our non-voting common stock. In rendering its opinion, Jefferies did not take into account any differential voting or other rights between shares of our voting common stock and shares of our non-voting common stock. 

Furthermore, Jefferies expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any of Apogee’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration or otherwise. Jefferies also expressed no view or opinion as to the prices at which shares of our common stock or any other securities of Apogee may trade or otherwise be transferable at any time, including following announcement or consummation of the Merger. The issuance of Jefferies’ opinion was authorized by Jefferies’ fairness opinion committee.

Financial Analyses

In connection with rendering its opinion to our board of directors, Jefferies performed a variety of financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected precedent transactions analyses summarized below, no company, business or transaction used as a comparison was identical or directly comparable to Apogee or the Merger. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions concerned. Jefferies believes that its analyses and the summary below must be considered as a whole and in context, and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion.

Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole. The estimates of the future performance of Apogee in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Apogee. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of Apogee or its businesses or securities. The Merger Consideration payable in the Merger was determined through negotiations between Apogee and AbbVie, and the decision by Apogee to enter into the Merger Agreement was solely that of our board of directors. Jefferies’ opinion and financial analyses were only one of many factors considered by our board of directors in its evaluation of the Merger Consideration, and should not be viewed as determinative of the views of our board of directors or management of Apogee with respect to the Merger or the Merger Consideration payable in the Merger.

The summary of the financial analyses described in this section is a summary of the material financial analyses reviewed with our board of directors and performed by Jefferies in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 17, 2026, and is not necessarily indicative of current or future market conditions. Implied equity value reference ranges per share of our common stock summarized below were rounded to the nearest $0.05 per share of our common stock.

Selected Precedent Transactions Analysis

Jefferies reviewed, among other things, financial information for six selected biopharmaceutical transactions announced since 2020 involving pre-phase 3 initiation I&I biopharmaceutical target companies with transaction values in excess of $2 billion that Jefferies considered generally relevant for purposes of its analysis (collectively, the “selected transactions”).

Jefferies reviewed the transaction values of the target companies in the selected transactions, calculated as the enterprise values implied for the target companies based on the consideration paid in the selected transactions as a multiple of the peak annual revenue of such target companies (which was determined based on the highest annual revenue figure disclosed in the management projections section of the associated proxy or tender offer filing, as applicable, in connection with the selected transaction). Financial data of the selected transactions were based on public filings and other publicly available information. Financial data of Apogee was based on the Management Projections.

The overall low to high peak estimated revenue multiples observed for the selected transactions were 0.2x to 3.0x (with a median of 1.0x). Jefferies then applied a selected range of peak estimated revenue multiples derived from the selected transactions of 0.9x to 1.2x to Apogee’s total risk-adjusted peak estimated revenue for calendar year 2038. This analysis indicated an approximate implied equity value reference range per share of our common stock of $117.65 to $151.35, as compared to the Merger Consideration of $135.11 per share of our common stock payable in the Merger.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis of Apogee by calculating the estimated present value of the standalone risk-adjusted unlevered free cash flows that Apogee was projected to generate during the second quarter of the fiscal year ending December 31, 2026 through the full fiscal year ending December 31, 2046 using mid-year convention as provided in the Management Projections (inclusive of estimated tax savings from the utilization of net operating loss carryforwards and R&D tax credits, as reflected in the Management Projections as prepared by the management of Apogee and as approved for Jefferies’ use by Apogee, and taking into account the impact of Apogee’s strategic financing collaboration agreement entered into in May 2026, as further described in the section of this proxy statement captioned “The Merger—Certain Financial Projections”).

The implied terminal value of Apogee was derived by applying to Apogee’s normalized fiscal year 2046 risk-adjusted unlevered free cash flow and selected range of perpetuity growth rates of negative 15.0% to negative 5.0%, each as provided in the Management Projections.

The net present value (as of March 31, 2026) of the risk-adjusted unlevered free cash flows and illustrative terminal value of Apogee was then calculated using a selected discount rate range of 12.0% to 14.0% (reflecting Jefferies’ estimate of Apogee’s weighted average cost of capital) and assuming the number of fully-diluted shares of our common stock outstanding calculated using the treasury stock method.

This analysis indicated an approximate implied equity value reference range per share of our common stock of $98.90 to $119.20, as compared to the Merger Consideration of $135.11 per share of our common stock payable in the Merger.

Certain Additional Information

Jefferies observed certain additional information that was not considered part of Jefferies’ financial analysis with respect to its opinion but was noted for informational purposes, including the following:

Miscellaneous

Apogee has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee which, based on the information available as of the date of the execution of the Merger Agreement, is estimated to be approximately $65 million, of which $2 million was payable upon delivery of Jefferies’ opinion and the principal portion is payable contingent upon consummation of the Merger. Jefferies may also receive a fee from Apogee in the event Apogee receives a break-up, termination or similar fee from AbbVie in connection with the termination or non-completion of the Merger. In addition, Apogee has agreed to reimburse Jefferies for certain expenses, including fees and expenses of counsel, reasonably incurred in connection with Jefferies’ engagement, and to indemnify Jefferies and related parties against certain liabilities arising out of or in connection with the services rendered and to be rendered by Jefferies under such engagement.

As our board of directors was aware, Jefferies and its affiliates in the past have provided, currently are providing, and in the future may provide certain financial advisory or financing services to Apogee and/or its affiliates, for which Jefferies and its affiliates have received and expect to receive compensation, including, during the approximately two-year period prior to June 16, 2026, having acted or acting as joint bookrunner for various follow-on offerings of shares of our common stock, sole sales agent in connection with an at-the-market offering and sole bookrunner in connection with a block trade. In approximately the two years prior to June 16, 2026, Jefferies received aggregate transaction fees of approximately $33 million from Apogee in connection with such engagements. As our board of directors was also aware, although Jefferies and its affiliates had not provided financial advisory or financing services to AbbVie during the approximately two-year period prior to June 16, 2026 for which Jefferies and its affiliates received compensation, Jefferies and its affiliates in the future may provide such services to AbbVie and/or its affiliates (including Parent), for which services Jefferies and its affiliates would expect to receive compensation. In the ordinary course of business, Jefferies and its affiliates trade or hold securities or financial instruments (including loans and other obligations, as applicable) of Apogee, Parent, AbbVie and/or their respective affiliates for Jefferies’ own account and for the accounts of its customers and, accordingly, hold or may hold at any time long or short positions or otherwise effect transactions in those securities or financial instruments. In addition, Jefferies may seek, in the future, to provide financial advisory services to Apogee, Parent, AbbVie and/or their respective affiliates, for which Jefferies would expect to receive compensation.

Jefferies was selected as a financial advisor to Apogee in connection with the Transactions because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in merger and acquisition transactions and based on its long-standing relationship with Apogee and extensive knowledge of its business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

We do not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations, earnings or other results, other than estimates of certain expected financial results and operational metrics in our regular annual and quarterly earnings press releases and other investor materials. This is due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized.

In March 2025 and May 2026, our management prepared certain sales outlooks to be shared with potential royalty financing sources, being, respectively, the March 2025 Financing Sales Outlook and May 2026 Financing Sales Outlook (each as defined below) (together, the “Sales Outlooks”). The Sales Outlooks were prepared by our management team outside the regular course of business to facilitate favorable negotiating terms for a royalty financing from potential counterparties.

Neither of the March 2025 Financing Sales Outlook nor May 2026 Financing Sales Outlook was approved by Apogee or our board of directors for use and reliance by Goldman Sachs or Jefferies in performing their financial analyses relating to the rendering of each of their fairness opinions, and the Management Projections were the only financial projections with respect to Apogee used by either Goldman Sachs or Jefferies in performing such financial analyses. Since the March 2025 Financing Sales Outlook and May 2026 Financing Sales Outlook were not approved by our board of directors, the March 2025 Financing Sales Outlook and May 2026 Financing Sales Outlook are included in this proxy statement solely for informational purposes and only to contextualize the events described in the section of this proxy statement captioned “The Merger—Background of the Merger” during the relevant period. We did not provide the Sales Outlooks or any other financial projections to AbbVie.

The Management Projections (as defined below) were provided to our board of directors in considering, analyzing and evaluating the Transactions. Additionally, the Management Projections were adopted by our board of directors and, at its instruction, provided to Goldman Sachs and Jefferies and relied upon by Goldman Sachs and Jefferies in connection with performing the related financial analyses and in rendering their respective opinions to the board of directors and were the only financial projections with respect to Apogee used by Goldman Sachs and Jefferies in performing such

financial analyses. We directed Goldman Sachs and Jefferies to use and rely on the Management Projections, which our board of directors viewed to be reasonably prepared on bases reflecting the best then-currently available risk-adjusted estimates and judgments of our management as to our expected future performance on a standalone basis, in performing their financial analyses relating to the rendering of their fairness opinions to our board of directors, as described in the section of this proxy statement captioned “The Merger—Opinion of Apogee’s Financial Advisors,” and such use and reliance was approved by our board of directors. We did not provide AbbVie the Management Projections or any other financial projections with respect to Apogee.

The Management Projections were prepared by our management based on estimates they reasonably believed to be achievable.

The Sales Outlooks and Management Projections reflect numerous assumptions and estimates, including, among other things, (i) risk-based adjustments reflecting the probability and timing of successful trial completion, regulatory approval and commercial launch for our product candidates; (ii) market size, market share, competition, pricing and reimbursement for each of our product candidates; (iii) research and development expenses, sales, general and administrative expenses, costs of goods sold and other operating expenses and capital expenditures; (iv) the probability of receiving or paying future outbound royalties and milestone payments; (v) patient compliance rates; and (vi) other relevant factors relating to our strategic plan, as well as how certain of these assumptions and estimates may change over time, in each case assuming Apogee operated on a standalone basis. Modeling and forecasting the future in the biopharmaceutical industry, in particular, is a highly speculative endeavor. The probability of success attributed to each product candidate in the Sales Outlooks and Management Projections and the corresponding anticipated product candidate launch timelines are based on management assumptions and estimates, after considering success rates and product candidate launch timelines for other product candidates at similar stages of clinical development and other considerations. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the Sales Outlooks and Management Projections.

The Sales Outlooks and Management Projections are summarized below:

In March 2025, in connection with our evaluation and negotiation of a possible royalty financing concurrent with the anticipated data readout from Part A of our Phase 2 APEX clinical trial of zumilokibart, our board of directors reviewed a non-public, unaudited forecast of worldwide net sales of zumilokibart, both as a monotherapy and as a component of APG279 (zumilokibart + APG990), for the years 2029 through 2043 prepared by our management on a risk-adjusted basis (the “March 2025 Financing Sales Outlook”).

The March 2025 Financing Sales Outlook included the net sales of (i) zumilokibart and (ii) 50% of net sales of APG279, being the net sales metric our management team believed potential royalty financing sources would use to measure royalty payments in the proposed royalty financing transaction.

The material assumptions of the March 2025 Financing Sales Outlook included, among other things, commercial launch of zumilokibart for atopic dermatitis in 2029, for eosinophilic esophagitis in 2031 and for asthma in 2032, and modest impact on market penetration resulting from the entry of biosimilars into the market in 2037. We did not obtain any royalty financing in 2025.

The following table summarizes the March 2025 Financing Sales Outlook:

March 2025 Financing Sales Outlook

(continued)

In May 2026, we revisited the negotiations concerning the possibility of a royalty financing concurrent with the anticipated data readout from Part B of our Phase 2 APEX clinical trial of zumilokibart. Our board of directors reviewed a new unaudited forecast of worldwide net sales of zumilokibart for the years 2026 through 2043 prepared by our management on a risk-adjusted basis (the “May 2026 Financing Sales Outlook”).

The May 2026 Financing Sales Outlook included only the net sales of zumilokibart and no net sales of APG279, because of our management’s assessment of lower probability of success and uncertainty around its commercial potential, and excluded impact of such sales on market penetration for zumilokibart as a monotherapy because of the updated positioning of APG279 as a second-line therapy that would not meaningfully cannibalize sales of zumilokibart.

The material assumptions of the May 2026 Financing Sales Outlook included, among other things, (i) commercial launch of zumilokibart for atopic dermatitis in 2029, for eosinophilic esophagitis in 2031 and for asthma in 2032 and (ii) less impact on market penetration for zumilokibart for atopic dermatitis resulting from entry of biosimilars relative to the March 2025 Financing Sales Outlook. Our board of directors also reviewed a non-risk-adjusted forecast of U.S. net sales of zumilokibart for the years 2029 through 2033 illustrating the impact of a royalty financing on our cash position through commercial launch of zumilokibart.

The following table summarizes the May 2026 Financing Sales Outlook:

May 2026 Financing Sales Outlook

(continued)

In June 2026, in connection with its evaluation of the proposed transaction with AbbVie and other strategic alternatives, our board of directors reviewed certain non-public, unaudited prospective financial information for fiscal years 2026 through 2046 prepared by our management on a risk-adjusted basis (the “Management Projections”).

The Management Projections included only the projected sales of zumilokibart.

The material assumptions of the Management Projections included, among other things, commercial launch of zumilokibart for atopic dermatitis in 2029 and for asthma and eosinophilic esophagitis in 2032. The Management Projections included refinements to assumptions following management’s review of Part B data, including, among other things, (i) both increases and decreases in indication pricing, (ii) increases in year over year price growth in the first seven years following commercial launch, (iii) decreases in atopic dermatitis market share after 2035, including peak market share by approximately 10%, resulting from competition from novel therapies, including potential future combinations or new mechanisms of action, and (iv) decreases in patient compliance rates by approximately 10% during peak years for atopic dermatitis and eosinophilic esophagitis, in each case relative to the May 2026 Financing Sales Outlook.

For purposes of enabling Goldman Sachs and Jefferies to perform their respective financial analyses, our management calculated the estimated benefit of taxes saved from tax attributes generated as a result of net operating losses and research and development tax credits, based on a tax rate of 26%, which resulted in $15 million in tax savings in 2030, $190 million in 2031, $428 million in 2032 and $49 million in 2033, which tax savings are not reflected in the below table.

The following table summarizes the Management Projections:

Management Projections

(continued)

The Sales Outlooks and Management Projections are forward-looking statements. The Sales Outlooks and Management Projections, while necessarily presented with numerical specificity, were based on numerous variables, assumptions and estimates, some as to future events, that were inherently uncertain and many of which were beyond our control at the time the Sales Outlooks and Management Projections were created. The Sales Outlooks and Management Projections reflect numerous estimates and assumptions made by our management based on information available at the time the Sales Outlooks and Management Projections were developed, including estimates and assumptions related to industry performance and competition, regulatory conditions, general business, economic, market and financial conditions and matters specific to our products, all of which were difficult to predict and many of which were beyond our control. As a result, there can be no assurance that the Sales Outlooks and Management Projections accurately reflect future trends or accurately estimate the future market for our products. The Sales Outlooks and Management Projections also reflect assumptions and estimates as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Sales Outlooks and Management Projections not to be realized include, but are not limited to, the timing of and our ability to obtain and maintain regulatory approvals for our

programs, our ability to achieve milestones under our agreement with an affiliate of funds managed by Blackstone Life Sciences, market acceptance and success of our products, the success of our ongoing collaborations and potential collaborations with partners with whom we may develop or commercialize our products, impact of competitive products and pricing, the effect of global economic conditions, fluctuations in foreign currency exchange rates, the cost and effect of changes in tax and other legislations and other risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition, the Sales Outlooks and Management Projections may be affected by our ability to achieve strategic goals, objectives and targets over the applicable periods. As a result, there can be no assurance that the Sales Outlooks and Management Projections will be realized, and actual results may be materially better or worse than those contained in the Sales Outlooks and Management Projections. The Sales Outlooks and Management Projections cover multiple years and, by their nature, become subject to greater uncertainty with each successive year.

In light of the foregoing factors and the uncertainties inherent in the Sales Outlooks and Management Projections, our stockholders are cautioned not to place undue, if any, reliance on the Sales Outlooks and Management Projections. The Sales Outlooks and Management Projections were not prepared with a view toward public disclosure. The inclusion of the Sales Outlooks and Management Projections in this proxy statement should not be regarded as an indication that we or any of our affiliates, advisors or representatives considered or consider the Sales Outlooks and Management Projections to be predictive of actual future events, and the Sales Outlooks and Management Projections should not be relied upon as such or construed as financial guidance. Further, the inclusion of the Sales Outlooks and Management Projections in this proxy statement does not constitute an admission or representation by us or any of our affiliates, advisors or representatives that the information presented is material. Neither we nor any of our affiliates, advisors or representatives assume any responsibility for the accuracy of this information. Neither we nor any of our affiliates, advisors or representatives can give any assurance that actual results will not differ from the Sales Outlooks and Management Projections, and none of us or them undertake any obligation to update or otherwise revise or reconcile the Sales Outlooks and Management Projections to reflect circumstances existing after the respective dates the Sales Outlooks and Management Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the Sales Outlooks and Management Projections are shown to be in error. We do not intend to make publicly available any update or other revision to the Sales Outlooks and Management Projections, except as otherwise required by law.

Neither we nor any of our affiliates, advisors or representatives have made or make any representation or warranty to any Apogee stockholder or other person, including AbbVie, Parent or Merger Sub, regarding our ultimate performance compared to the information contained in the Sales Outlooks and Management Projections, the likelihood that the Sales Outlooks and Management Projections will be achieved, the results of our clinical trials, the effectiveness or marketability of our products or product candidates or that the Sales Outlooks and Management Projections will be realized. The Sales Outlooks and Management Projections were prepared in 2025 and 2026 by our management based on their then-current assumptions and estimates about our continued operation as a stand-alone, publicly traded company, including certain internal assumptions and estimates about probability of success and timing for regulatory approvals, pricing, sales ramp, market share, competition, market exclusivity, research and development expenses, commercial expenses, general and administrative expenses, effective tax rate, future financing and other relevant factors related to our long-range operating plan. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive or exhaustive overview of all metrics, assumptions and estimates included or reflected in the Sales Outlooks and Management Projections. The Sales Outlooks and Management Projections are forward-looking statements. For information on factors that may cause our future results to vary materially, please see the section of this proxy statement captioned “Forward-Looking Statements.”

The Sales Outlooks and Management Projections were developed for Apogee on a standalone basis without giving effect to the Merger, and therefore the Sales Outlooks and Management Projections do not give effect to the Merger, or any changes to our operations or strategy that may be implemented after the consummation of the Merger, including potential cost synergies to be realized as a result of the Merger, or to any costs incurred in connection with the Merger. Furthermore, the Sales Outlooks and Management Projections do not take into account the effect of any failure of the Merger to be consummated and should not be viewed as applicable in that context. The Sales Outlooks and Management Projections are subjective in many respects and are thus subject to interpretation.

The Sales Outlooks and Management Projections were not prepared with a view toward compliance with published SEC guidelines, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or U.S. generally accepted accounting principles (“GAAP”). Certain of the

measures included in the Sales Outlooks and Management Projections are non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by us may not be comparable to similarly titled amounts used by other companies. SEC rules, which otherwise would require a reconciliation of a non-GAAP measure to a GAAP measure, do not apply to non-GAAP measures provided to a board of directors or financial advisors in connection with proposed business combination transactions such as the Transactions if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not provided to or relied upon by our board of directors, Goldman Sachs or Jefferies in connection with the Transactions. In addition, the Sales Outlooks and Management Projections were not prepared with the assistance of, or reviewed, compiled or examined by, independent accountants. Accordingly, no independent registered public accounting firm has examined, compiled, or otherwise performed any procedures with respect to the Sales Outlooks and Management Projections or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained in the Sales Outlooks and Management Projections. The Ernst & Young LLP report included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 relates solely to the historical financial information of Apogee. Such report does not extend to the Sales Outlooks and Management Projections and should not be read to do so. The Sales Outlooks and Management Projections are not being included in this proxy statement to influence any stockholder’s decision on how to vote with respect to the Merger, but instead are being included because the Sales Outlooks and Management Projections were provided to our board of directors and because the Management Projections were provided to our board of directors to evaluate the Transactions and to Goldman Sachs and Jefferies in connection with the rendering of their respective opinions to our board of directors and in performing the financial analyses as described in the section of this proxy statement captioned “The Merger—Opinion of Apogee’s Financial Advisors.” The Sales Outlooks and Management Projections may differ from publicly available analyst estimates, and the Sales Outlooks and Management Projections do not take into account any events or circumstances after the date they were each prepared, including the announcement of the Merger.

APOGEE DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS AND ESTIMATES UNDERLYING THE FORECASTS ARE NO LONGER APPROPRIATE.

When considering the proposals to be voted on at the Special Meeting, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally, as more fully described below. In evaluating, negotiating and approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by Apogee’s stockholders, our board of directors was aware of and considered these interests, to the extent that they existed at the time, among other matters.

Apogee’s executive officers are as follows:

Apogee’s directors are as follows:

Paragon Therapeutics, Inc. (“Paragon”) and Apogee are party to that certain antibody discovery agreement, dated June 17, 2026 (the “IL-31R Discovery Agreement”); certain antibody discovery and option agreements, dated November 9, 2023 (the “2023 Paragon Discovery Agreement”) and February 24, 2022 (the “2022 Paragon Discovery Agreement”) (collectively with the IL-31R Discovery Agreement, the “Discovery Agreements”); and that certain license agreement, dated June 17, 2026 (the “IL-31R License Agreement”); that certain license agreement, dated August 9, 2024 (the “TSLP License Agreement”); that certain license agreement, dated April 28, 2023 (the “OX40L License Agreement”); that certain license agreement, dated April 3, 2023 (the “IL-4Rα License Agreement”); and that certain license agreement, dated November 4, 2022, as amended on November 10, 2022 (the “IL-13 License Agreement”) (collectively, the “License Agreements”).

Under the terms of the IL-31R Discovery Agreement, Paragon generates and characterizes monospecific antibody candidates directed to interleukin 31 receptor. Under the terms of the Discovery Agreements, Paragon discovered and delivered antibodies that resulted in zumilokibart (APG777, directed to IL-13), APG990 (directed to OX40L), APG808 (directed to IL-4Rα) and APG333 (directed to TSLP). Under the terms of the IL-31R 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 discovered under the IL-31R Discovery Agreement and directed at the IL-31R target to use, make, sell, import, export and otherwise exploit the antibodies directed at the IL-31R target. Under the terms of the IL-13 License Agreement, the IL-4Rα License Agreement and the OX40L License Agreement, Paragon granted to Apogee exclusive, worldwide, royalty-bearing licenses with respect to certain patent rights and sequence information related to antibodies to use, make, sell, import, export and otherwise exploit the antibodies directed at IL-13, IL-4Rα and OX40L, respectively. Under the terms of the TSLP License Agreement, Paragon granted to Apogee an exclusive, royalty-bearing license with respect to certain patent rights and sequence information related to antibodies to develop, manufacture, commercialize and otherwise exploit the antibodies directed at TSLP. The OX40L License Agreement is additionally subject to the terms of an upstream license with Alloy Therapeutics, LLC, and the TSLP License Agreement contemplates an upstream relationship with MAbSilico SAS. The parties have also negotiated an Omnibus Amendment to take effect immediately prior to the closing of the Proposed Transaction to address certain terms across the agreements. Paragon is affiliated with Fairmount Funds Management at which one of our directors is a managing member. A fund affiliated with Fairmount Funds Management is also a shareholder of Apogee.

In the Transactions, our directors and executive officers who own shares of Apogee common stock will receive the same Merger Consideration, on the same terms and conditions, as our other stockholders, as described in the section of this proxy statement captioned “The Merger Agreement—Merger Consideration.” For more information about the beneficial ownership of our shares as of June 25, 2026, by our executive officers and directors, see the section of this proxy statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

The Merger Agreement provides that, at the Effective Time, each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) having an exercise price per share that is less than the Merger Consideration (each, an “In the Money Option”) will be cancelled and converted into the right to receive cash in an amount, without interest, equal to the product of (A) the total number of shares of our common stock subject to such In the Money Option multiplied by (B) the excess of (x) the Merger Consideration over (y) the exercise price payable per share of such In the Money Option. Each Company Option other than an In the Money Option that is outstanding immediately prior to the Effective Time (whether vested or unvested) will be cancelled with no consideration payable in respect thereof and have no further force or effect.

Assuming the Effective Time occurred on June 25, 2026, the following table sets forth, for each of our directors and executive officers, (i) the number of vested and unvested In the Money Options that were held as of June 25, 2026, and (ii) the consideration payable for these In the Money Options.

In addition, at the Effective Time, each award of Company Restricted Stock outstanding immediately prior to the Effective Time will fully vest and be converted into the right to receive the Merger Consideration for each such share of Company Restricted Stock.

Assuming the Effective Time occurred on June 25, 2026, the following table sets forth, for each of Apogee’s directors and executive officers, (i) the number of shares of our common stock underlying awards of Company Restricted Stock held as of June 25, 2026, and (ii) the Merger Consideration payable for these awards of Company Restricted Stock.

The Merger Agreement provides that, for any employee (including any executive officer) who is a “disqualified individual” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), Apogee may, in some instances subject to AbbVie’s approval, implement certain strategies to mitigate adverse tax consequences resulting from the application of Sections 280G and 4999 of the Code and to maximize the net after-tax proceeds received by such employee that is subject to Section 4999 of the Code. In addition, certain employees, including our named executive officers, are entitled to receive an additional payment intended to make the individual whole on an after-tax basis in the event that the individual is subject to an excise tax under Section 4999 of the Code in connection with compensation related to the Merger, provided, that (i) the aggregate cap on all such additional make-whole payments is $12,500,000, and (ii) the relevant executives enter into a non-competition agreement with Apogee, the terms of which are subject to AbbVie’s consent.

Apogee may also, following consultation with Parent, commit and communicate to participants in its 2026 Annual Bonus Program (including its executive officers) that the bonus under such program will be paid to each program participant with performance measured (i) for the period in 2026 prior to the Closing, at the greater of target and actual performance measured through the Closing (with any individual performance goals measured at target) and (ii) for the period in 2026 following the Closing, based on target performance. Payment of such bonus will generally be subject to the participant’s continued employment through December 31, 2026.

Apogee’s executive officers are participants in the Executive Severance Policy, which provides for severance protections upon certain terminations of such executive officer’s employment, including following the occurrence of a change in control of Apogee (which will apply upon the Closing).

Under the Executive Severance Policy, upon termination of an executive officer’s employment by Apogee without cause, or by the executive officer for good reason within three months prior to or 12 months following a change in control, Dr. Henderson will be eligible to receive: (i) 1.5 times his annual base salary, (ii) payment of any bonus amount earned but unpaid for the year prior to the year of termination, (iii) payment of the full target bonus he would have earned for the year in which the termination occurs, and (iv) subsidized continued health coverage for up to 18 months.

Under the Executive Severance Policy, upon a termination by Apogee without cause or resignation for good reason within three months prior to or 12 months following a change in control, Dr. Dambkowski and Ms. Henderson are eligible to receive: (i) 1.0 times annual base salary, (ii) payment of any bonus amount earned but unpaid for the year prior to the year of termination, (iii) payment of the full target bonus he or she would have earned for the year in which the termination occurs, and (iv) subsidized continued health coverage for up to 12 months.

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation that is based on or otherwise related to the Transactions for each of Apogee’s executive officers who were designated as “named executive officers” in our definitive proxy statement for our 2026 annual meeting of stockholders, filed with the SEC on April 24, 2026, which compensation is subject to a non-binding advisory vote of our stockholders. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the compensation and benefits based on or otherwise relating to the Transactions that will or may be payable to those named executive officers. The amounts set forth in the table below are based on multiple assumptions that may or may not actually prove correct, including assumptions described in the footnotes to the tables below. As a result, the actual amounts received by a named executive officer in connection with the Transactions may differ materially from the amounts set forth below. It should be noted that Item 402(t) of Regulation S-K does not provide for disclosure of amounts with respect to vested Company Options and, accordingly, the disclosure below does not include such amounts. Please see the section of this proxy statement captioned “The Merger—Interests of Apogee’s Directors and Executive Officers in the Merger—Treatment of Equity-Based Awards” above for amounts payable with respect to vested Company Options for Apogee’s executive officers (including these named executive officers).

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits that each of our named executive officers would receive, assuming that (i) the Closing occurred on the latest practicable date, June 25, 2026 (which is the assumed closing date solely for purposes of this golden parachute compensation disclosure and is not the actual date of Closing); (ii) each of our named executive officers is employed by, or providing services to, Apogee at the Closing and experiences a qualifying termination of employment immediately following the Closing, entitling the named executive officer to enhanced change in control severance with such severance entitlements based on each named executive officer’s compensation (including base salary and target annual bonus) and benefit levels in effect on June 25, 2026; (iii) no named executive officer enters into any new agreement or becomes entitled to, prior to the Closing, additional compensation or benefits related to the Transactions; (iv) each named executive officer has properly executed any required releases and complied with all other requirements necessary in order to receive all payments and benefits; and (v) the value per share of our common stock on the completion of the Transactions is $135.11 (that is, the Merger Consideration). Some of the assumptions used in the table below are based upon information that is not currently available and, as a result, the actual amounts to be received by any of the named executive officers below may materially differ from the amounts set forth below. The actual amounts payable to Apogee’s named executive officers will depend on whether, among other things, the named executive officer experiences a qualifying termination, the date of such termination (if any) and other factors, and accordingly may differ from the amounts set forth below.