Apogee Therapeutics Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR (Address including zip code, and telephone number including area code, of registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Exchange Act: Securities registered pursuant to Section 12(g) of the Exchange Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D‑1(b).☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025 was approximately $1,757.9 million based on theclosing price on The Nasdaq Global Market reported for such date. Shares of common stock held by each officer and director and by each person who is known to own 10% or more of theoutstanding common stock have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes☐No☒ As of February 23, 2026, the registrant had 69,485,247 shares of common stock, $0.00001 par value per share, outstanding, comprised of 55,998,605 shares of voting common stock,$0.00001 par value per share, and 13,486,642 shares of non-voting common stock, $0.00001 par value per share. DOCUMENTS INCORPORATED BY REFERENCE Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive Proxy Statement for the 2026 Annual Meeting ofShareholders, which proxy statement will be filed not later than 120 days after the end of the fiscal year covered by this report. TABLE OF CONTENTS PART I1. Business51A. Risk Factors561B. Unresolved Staff Comments921C. Cybersecurity922. Properties933. Legal Proceedings934. Mine Safety Disclosures93PART II5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities946. Reserved957. Management’s Discussion and Analysis of Financial Condition and Results of Operations967A. Quantitative and Qualitative Disclosures about Market Risk1068. Financial Statements and Supplementary Data1079. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1399A. Controls and Procedures1399B. Other Information1429C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections142PART III10. Directors, Executive Officers and Corporate Governance14311. Executive Compensation14312. Security Ownership of Certain Beneficial Owners and Management and Re