Apogee Therapeutics, Inc. Stock Compensation Disclosure

Restricted Common Stock

The following table provides a summary of the unvested restricted common stock award activity during the year ended December 31, 2025:

The fair value of restricted common stock awards that vested during the year ended December 31, 2025 was $3.9 million.

Stock Options and Restricted Stock Units

In July 2023, in connection with the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective on July 13, 2023. The 2023 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. As of December 31, 2025, 5,964,549 shares of common stock were available for future grants under the 2023 Plan. The number of shares available for grant and issuance under the 2023 Plan is automatically increased on January 1 of each year by a number of shares equal to up to 5% of the outstanding shares of common stock on such date.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted, with the following assumptions:

The following table provides a summary of stock option activity during the year ended December 31, 2025:

The fair value of options vested during the year ended December 31, 2025 was $38.5 million.

The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $7.0 million and $1.3 million, respectively. No options were exercised during the year ended December 31, 2023.

The following table provides a summary of the unvested restricted stock unit activity under the 2023 Plan during the year ended December 31, 2025:

The fair value of restricted stock units vested during the year ended December 31, 2025 was $2.7 million.

2023 Employee Stock Purchase Plan

In July 2023, the Board adopted and the Company’s stockholders approved the 2023 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 13, 2023. The ESPP provides that eligible employees may contribute up to 15% of their eligible earnings toward the semi-annual purchase of the Company's common stock, subject to any plan limitations. The purchase period under the ESPP has a duration of six months, and the purchase price with respect to each purchase period is equal to 85% of the lesser of (i) the fair market value of the Company's common stock at the commencement of the applicable six-month purchase period or (ii) the fair market value of the Company's common stock on the exercise date. As of December 31, 2025, 69,405 shares have been issued under the ESPP and 1,473,613 shares remain available for issuance.

The following table presents the classification of equity-based compensation expense related to equity awards granted to employees, executives, and service providers (in thousands):

As of December 31, 2025, the total unrecognized compensation expense related to the Company’s stock options, unvested restricted stock awards and units and ESPP was $110.1 million, which the Company expects to recognize over a weighted-average period of approximately 2.3 years.

In August 2023, the Board approved two option grants to the new Chairman of the Board, (1) to purchase 50,000 shares of the Company’s common stock under the 2023 Plan (“first option”), and (2) to purchase 100,000 shares of the Company’s common stock outside of the 2023 Plan (“second option”), in which the shares underlying both options will vest and become exercisable in equal monthly installments over a three-year period from August 2023. The second option was contingent upon approval of the shares underlying the award by the Company’s stockholders at the 2024 Annual Meeting of Stockholders, and failure to obtain stockholder approval would have resulted in the forfeiture of the award. Prior to receiving stockholder approval for the second option, neither a grant date nor a service inception date occurred, and no compensation cost was recognized for the award. In June 2024, the Company's stockholders approved the shares underlying the second option at the 2024 Annual Meeting of Stockholders. Therefore, a cumulative catch-up in equity-based compensation was recognized during the second quarter of 2024.