{"filing":{"accession_number":"0001140361-26-035537","cik":"0001974640","ticker":"APGE","company_name":"Apogee Therapeutics, Inc.","form":"8-K","filing_date":"2026-09-03","report_date":"2026-09-03","primary_document":"ef20081397_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1974640/000114036126035537/ef20081397_8k.htm"},"events":[{"id":31502,"run_id":28910,"accession_number":"0001140361-26-035537","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Apogee Therapeutics completed its merger with AbbVie, becoming an indirect wholly owned subsidiary of AbbVie in a transaction valued at approximately $10.9 billion. The merger resulted in a change of control, conversion of Apogee shares into merger consideration, delisting from Nasdaq, and replacement of all directors and executive officers with AbbVie-designated personnel.","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03","form":"8-K","submitted_at":null,"items":[{"id":34413,"accession_number":"0001140361-26-035537","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses \"Completion of Acquisition or Disposition of Assets\" and incorporates by reference multiple related Items (3.01, 3.03, 5.01, 5.02, 5.03) that typically detail M\u0026A transaction structure, consideration, and governance. This is a material acquisition or disposition completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34414,"accession_number":"0001140361-26-035537","item_number":"3.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 3.01 disclosure references the \"consummation of the Merger\" as the triggering event for delisting and removal from Nasdaq. While the section is formally titled \"Notice of Delisting,\" the material event driving the delisting is the completion of a merger transaction. The company is removing its stock from listing as a direct consequence of the merger closing, making the M\u0026A activity the principal disclosed event, though delisting is the immediate procedural consequence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34415,"accession_number":"0001140361-26-035537","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modification to security holders' rights resulting from a merger. The prose explicitly states that shares were converted into merger consideration and stockholders ceased to have rights except to receive the merger consideration. This is the terminal event of a merger transaction, which constitutes a material acquisition/change of control (ma_activity). The cross-references to Item 3.01 and Item 5.01 confirm this is part of a broader M\u0026A disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34416,"accession_number":"0001140361-26-035537","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the consummation of a merger resulting in a change of control, with Apogee becoming an indirect wholly owned subsidiary of AbbVie in a transaction valued at approximately $10.9 billion. This is a completed material acquisition/change of control event, the most significant corporate transaction a company can undergo.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34417,"accession_number":"0001140361-26-035537","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 typically covers executive changes, this disclosure is fundamentally about a merger's consummation and its immediate consequences. The filing explicitly states that \"all of the Company's directors...voluntarily resigned\" and \"each of the Company's executive officers no longer serves in their respective positions\" effective upon the \"Effective Time\" of the Merger, with Merger Sub's directors becoming the Company's directors. The parachute-payment agreements are ancillary to the merger transaction itself. The reference to Item 2.01 (which covers mergers and acquisitions) and the language \"In connection with the Merger\" indicate this is primarily a merger completion disclosure, making ma_activity the most salient classification despite the Item 5.02 label.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31503,"run_id":28910,"accession_number":"0001140361-26-035537","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Apogee's certificate of incorporation and bylaws were amended and restated in their entirety effective upon completion of the merger, reflecting post-closing governance formalities.","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03","form":"8-K","submitted_at":null,"items":[{"id":34418,"accession_number":"0001140361-26-035537","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This Item 5.03 disclosure describes amendments to the certificate of incorporation and bylaws of Apogee Therapeutics effective upon completion of a merger. While the underlying merger itself (referenced as \"the Merger Agreement\" and \"Effective Time\") is material M\u0026A activity, this particular section is a routine governance filing documenting the formal charter and bylaw amendments that result from the merger. The disclosure is administrative in nature—it simply notes that the governing documents were amended and restated in their entirety, with exhibits attached. The material event (the merger completion) is the driver, but this Item 5.03 filing itself is a standard post-closing governance formality.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31504,"run_id":28910,"accession_number":"0001140361-26-035537","anchor_item_number":"1.02","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"The 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan were terminated effective at the merger's closing, as a routine consequence of the change of control.","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03","form":"8-K","submitted_at":null,"items":[{"id":34412,"accession_number":"0001140361-26-035537","item_number":"1.02","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses termination of the 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan effective at an unspecified \"Effective Time.\" This is a governance matter involving plan termination, but lacks context about whether this reflects a material corporate event (e.g., acquisition, going-private transaction) or is routine administrative wind-down. The bare termination of equity plans, without disclosure of triggering circumstances or impact on participants, is typically not material to investors absent broader context.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":34412,"accession_number":"0001140361-26-035537","item_number":"1.02","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses termination of the 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan effective at an unspecified \"Effective Time.\" This is a governance matter involving plan termination, but lacks context about whether this reflects a material corporate event (e.g., acquisition, going-private transaction) or is routine administrative wind-down. The bare termination of equity plans, without disclosure of triggering circumstances or impact on participants, is typically not material to investors absent broader context.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03"},{"id":34413,"accession_number":"0001140361-26-035537","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses \"Completion of Acquisition or Disposition of Assets\" and incorporates by reference multiple related Items (3.01, 3.03, 5.01, 5.02, 5.03) that typically detail M\u0026A transaction structure, consideration, and governance. This is a material acquisition or disposition completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03"},{"id":34414,"accession_number":"0001140361-26-035537","item_number":"3.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 3.01 disclosure references the \"consummation of the Merger\" as the triggering event for delisting and removal from Nasdaq. While the section is formally titled \"Notice of Delisting,\" the material event driving the delisting is the completion of a merger transaction. The company is removing its stock from listing as a direct consequence of the merger closing, making the M\u0026A activity the principal disclosed event, though delisting is the immediate procedural consequence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03"},{"id":34415,"accession_number":"0001140361-26-035537","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modification to security holders' rights resulting from a merger. The prose explicitly states that shares were converted into merger consideration and stockholders ceased to have rights except to receive the merger consideration. This is the terminal event of a merger transaction, which constitutes a material acquisition/change of control (ma_activity). The cross-references to Item 3.01 and Item 5.01 confirm this is part of a broader M\u0026A disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03"},{"id":34416,"accession_number":"0001140361-26-035537","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the consummation of a merger resulting in a change of control, with Apogee becoming an indirect wholly owned subsidiary of AbbVie in a transaction valued at approximately $10.9 billion. This is a completed material acquisition/change of control event, the most significant corporate transaction a company can undergo.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03"},{"id":34417,"accession_number":"0001140361-26-035537","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 typically covers executive changes, this disclosure is fundamentally about a merger's consummation and its immediate consequences. The filing explicitly states that \"all of the Company's directors...voluntarily resigned\" and \"each of the Company's executive officers no longer serves in their respective positions\" effective upon the \"Effective Time\" of the Merger, with Merger Sub's directors becoming the Company's directors. The parachute-payment agreements are ancillary to the merger transaction itself. The reference to Item 2.01 (which covers mergers and acquisitions) and the language \"In connection with the Merger\" indicate this is primarily a merger completion disclosure, making ma_activity the most salient classification despite the Item 5.02 label.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03"},{"id":34418,"accession_number":"0001140361-26-035537","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This Item 5.03 disclosure describes amendments to the certificate of incorporation and bylaws of Apogee Therapeutics effective upon completion of a merger. While the underlying merger itself (referenced as \"the Merger Agreement\" and \"Effective Time\") is material M\u0026A activity, this particular section is a routine governance filing documenting the formal charter and bylaw amendments that result from the merger. The disclosure is administrative in nature—it simply notes that the governing documents were amended and restated in their entirety, with exhibits attached. The material event (the merger completion) is the driver, but this Item 5.03 filing itself is a standard post-closing governance formality.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-03T12:55:53.918376+00:00","company_name":"Apogee Therapeutics, Inc.","ticker":"APGE","filing_date":"2026-09-03"}]}