Apogee Therapeutics (APGE) Proxy filing summary

Executive summary

• Special meeting scheduled for August 11, 2026, to vote on the proposed merger with Andor LLC, a subsidiary of AbbVie Inc., under the Agreement and Plan of Merger dated June 18, 2026.

• Merger will result in the company becoming an indirect wholly owned subsidiary of AbbVie.

• Definitive Additional Materials supplement and, where applicable, supersede prior proxy disclosures.

Voting matters and shareholder proposals

• Stockholders are asked to consider and vote on the adoption of the Merger Agreement at the special meeting.

• Proxies are solicited for the special meeting, and stockholders are encouraged to submit their votes promptly.

Risk oversight and compliance

• Forward-looking statements highlight risks such as failure to obtain regulatory or shareholder approval, potential termination of the merger, integration challenges, and litigation risks.

• Additional risks include disruption to operations, loss of key personnel, adverse market reactions, and regulatory actions.

• Clinical and commercial risks related to pipeline assets, including the unpredictability of trial outcomes and competition, are noted.