tm269533-3_424b5 - none

424B5 1 tm269533-3_424b5.htm 424B5 tm269533-3_424b5 - none - 5.6618293s

Filed pursuant to Rule 424(b)(5)

Registration No. 333-281503

PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 12, 2024)

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5,000,000 shares of Common Stock

We are offering 5,000,000 shares of our common stock. The public offering price for each share of common stock is $70.00. Our common stock trades on The Nasdaq Global Market (Nasdaq) under the symbol “APGE.” On March 24, 2026, the last reported sale price for our common stock on Nasdaq was $73.00 per share.

We have two classes of common stock: the voting common stock offered hereby and non-voting common stock. We are offering voting common stock in this offering, and unless otherwise noted, all references in this prospectus supplement and the accompanying prospectus to our “common stock” refers to our voting common stock. The rights of the holders of common stock and non-voting common stock are identical, except with respect to voting and conversion. Each share of common stock is entitled to one vote and is not convertible into any other class of our share capital. Shares of non-voting common stock are non-voting, except as otherwise expressly provided in our amended and restated certificate of incorporation and as may be required by law. Each share of non-voting common stock may be converted at any time into one share of common stock at the option of its holder, subject to the beneficial ownership limitations provided for in our amended and restated certificate of incorporation. See the section titled “Description of Securities” beginning on page 8 of the accompanying prospectus for more information on the rights of the holders of our common stock and non-voting common stock. The non-voting common stock will not be listed for trading on any securities exchange.

Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page S-6 of this prospectus supplement and page 5 of the accompanying prospectus, as well as in the documents incorporated by reference herein and therein, to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

	PER SHARE			TOTAL
Public Offering Price		$	70.00		$	350,000,000
Underwriting Discounts and Commissions(1)		$	4.20		$	21,000,000
Proceeds, Before Expenses, to Apogee Therapeutics, Inc.		$	65.80		$	329,000,000

(1)

See the section titled “Underwriting” for additional information regarding underwriting compensation.

Delivery of the shares of common stock is expected to be made on or about March 26, 2026.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional 750,000 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $24,150,000 and the total proceeds to us, before expenses, will be $378,350,000.

Joint Book-Running Managers

Jefferies

TD Cowen

Stifel

Guggenheim Securities

Lead Managers

Wedbush PacGrow

BTIG

Prospectus supplement, dated March 24, 2026

	TABLE OF CONTENTS
	PROSPECTUS SUPPLEMENT
	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	PROSPECTUS SUPPLEMENT SUMMARY					S-2
	THE OFFERING					S-4
	RISK FACTORS					S-6
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-8
	USE OF PROCEEDS					S-10
	DILUTION					S-11
	UNDERWRITING					S-13
	LEGAL MATTERS					S-21
	EXPERTS					S-22
	WHERE YOU CAN FIND MORE INFORMATION					S-23
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					S-24
	PROSPECTUS
	ABOUT THIS PROSPECTUS					1
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	THE COMPANY					4
	RISK FACTORS					5
	USE OF PROCEEDS					6
	SECURITIES WE MAY OFFER					7
	DESCRIPTION OF SECURITIES					8
	PLAN OF DISTRIBUTION					19
	LEGAL MATTERS					21
	EXPERTS					21
	WHERE YOU CAN FIND MORE INFORMATION					22
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					23

Public offering price per share			$	70.00
Net tangible book value per share as of December 31, 2025	$	13.09
Increase in net tangible book value per share attributable to this offering	$	3.55
Pro forma net tangible book value per share immediately after this offering			$	16.64
Dilution per share to new investors in this offering			$	53.36

UNDERWRITER	NUMBER OF SHARES
Jefferies LLC		1,500,000
TD Securities (USA) LLC		1,000,000
Stifel, Nicolaus & Company, Incorporated		1,000,000
Guggenheim Securities, LLC		1,000,000
Wedbush Securities Inc.		300,000
BTIG, LLC		200,000
Total		5,000,000

	PER SHARE						TOTAL
	WITHOUT OPTION TO PURCHASE ADDITIONAL SHARES			WITH OPTION TO PURCHASE ADDITIONAL SHARES			WITHOUT OPTION TO PURCHASE ADDITIONAL SHARES			WITH OPTION TO PURCHASE ADDITIONAL SHARES
Public offering price		$	70.00		$	70.00		$	350,000,000		$	402,500,000
Underwriting discounts and commissions paid by us		$	4.20		$	4.20		$	21,000,000		$	24,150,000
Proceeds to us, before expenses		$	65.80		$	65.80		$	329,000,000		$	378,350,000

	Page
ABOUT THIS PROSPECTUS		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
THE COMPANY		4
RISK FACTORS		5
USE OF PROCEEDS		6
SECURITIES WE MAY OFFER		7
DESCRIPTION OF SECURITIES		8
PLAN OF DISTRIBUTION		19
LEGAL MATTERS		21
EXPERTS		21
WHERE YOU CAN FIND MORE INFORMATION		22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		23

SEC Form 424B5 filed by Apogee Therapeutics Inc.