{"filing":{"accession_number":"0001140361-26-025844","cik":"0001974640","ticker":"APGE","company_name":"Apogee Therapeutics, Inc.","form":"8-K","filing_date":"2026-06-22","report_date":null,"primary_document":"ef20076505_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1974640/000114036126025844/ef20076505_8k.htm"},"events":[{"id":12587,"run_id":11166,"accession_number":"0001140361-26-025844","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Apogee entered into a definitive Agreement and Plan of Merger with AbbVie on June 18, 2026, under which AbbVie will acquire all outstanding shares of Apogee for $135.11 per share in cash, valuing the company at approximately $10.9 billion. The transaction constitutes a change of control with Apogee surviving as a wholly owned subsidiary, subject to customary closing conditions including shareholder approval and regulatory clearances, with expected closing in Q3 2026.","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9477,"accession_number":"0001140361-26-025844","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Apogee entered into a definitive Agreement and Plan of Merger with AbbVie on June 18, 2026, under which AbbVie will acquire all outstanding shares of Apogee for $135.11 per share in cash, valuing the company at approximately $10.9 billion. This is a material acquisition transaction that constitutes a change of control, with the Company surviving as a wholly owned subsidiary of AbbVie's parent entity. The transaction is subject to customary closing conditions including shareholder approval and regulatory clearances, with expected closing in Q3 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"","ticker":null,"filing_date":""},{"id":9479,"accession_number":"0001140361-26-025844","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses Apogee's entry into a definitive merger agreement with AbbVie for an all-cash acquisition at $135.11 per share, valuing the company at approximately $10.9 billion. The press release explicitly states \"AbbVie will acquire Apogee and its diverse pipeline\" and describes this as a material acquisition of a clinical-stage biotechnology company. This is a clear material acquisition event requiring disclosure under Item 1.01 or 2.01, disclosed here via Item 7.01 (Regulation FD Disclosure).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"","ticker":null,"filing_date":""},{"id":9480,"accession_number":"0001140361-26-025844","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The Item 8.01 disclosure describes a voting agreement entered into concurrently with a definitive merger agreement under which AbbVie will acquire all outstanding shares of Apogee for $135.11 per share in cash, valuing the company at approximately $10.9 billion. This is a material acquisition transaction that would substantially affect a reasonable investor's assessment of Apogee's future, even though the Item 8.01 section itself focuses narrowly on the voting agreement mechanics. The supplemental press release (EX-99.1) confirms the entry into a definitive merger agreement, which is the core M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":12588,"run_id":11166,"accession_number":"0001140361-26-025844","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Holders of Apogee's non-voting common stock executed written consent adopting entry into the Merger Agreement with AbbVie, with consummation remaining subject to affirmative vote of a majority of voting common stock on the $10.9 billion acquisition.","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9478,"accession_number":"0001140361-26-025844","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Item 5.07 discloses that holders of Apogee's non-voting common stock executed written consent adopting entry into the Merger Agreement with AbbVie, and that consummation remains subject to affirmative vote of a majority of voting common stock. This is a shareholder vote submission on a material M\u0026A transaction ($10.9 billion acquisition at $135.11 per share). While the vote itself has not yet occurred, the Item 5.07 disclosure of the written consent and pending shareholder approval constitutes the submission of matters to a vote of security holders as contemplated by that Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":9477,"accession_number":"0001140361-26-025844","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Apogee entered into a definitive Agreement and Plan of Merger with AbbVie on June 18, 2026, under which AbbVie will acquire all outstanding shares of Apogee for $135.11 per share in cash, valuing the company at approximately $10.9 billion. This is a material acquisition transaction that constitutes a change of control, with the Company surviving as a wholly owned subsidiary of AbbVie's parent entity. The transaction is subject to customary closing conditions including shareholder approval and regulatory clearances, with expected closing in Q3 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-06-22"},{"id":9478,"accession_number":"0001140361-26-025844","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Item 5.07 discloses that holders of Apogee's non-voting common stock executed written consent adopting entry into the Merger Agreement with AbbVie, and that consummation remains subject to affirmative vote of a majority of voting common stock. This is a shareholder vote submission on a material M\u0026A transaction ($10.9 billion acquisition at $135.11 per share). While the vote itself has not yet occurred, the Item 5.07 disclosure of the written consent and pending shareholder approval constitutes the submission of matters to a vote of security holders as contemplated by that Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-06-22"},{"id":9479,"accession_number":"0001140361-26-025844","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses Apogee's entry into a definitive merger agreement with AbbVie for an all-cash acquisition at $135.11 per share, valuing the company at approximately $10.9 billion. The press release explicitly states \"AbbVie will acquire Apogee and its diverse pipeline\" and describes this as a material acquisition of a clinical-stage biotechnology company. This is a clear material acquisition event requiring disclosure under Item 1.01 or 2.01, disclosed here via Item 7.01 (Regulation FD Disclosure).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-06-22"},{"id":9480,"accession_number":"0001140361-26-025844","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The Item 8.01 disclosure describes a voting agreement entered into concurrently with a definitive merger agreement under which AbbVie will acquire all outstanding shares of Apogee for $135.11 per share in cash, valuing the company at approximately $10.9 billion. This is a material acquisition transaction that would substantially affect a reasonable investor's assessment of Apogee's future, even though the Item 8.01 section itself focuses narrowly on the voting agreement mechanics. The supplemental press release (EX-99.1) confirms the entry into a definitive merger agreement, which is the core M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T11:46:21.323757+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-06-22"}]}