AbbVie closed its $10.9 billion Apogee Therapeutics acquisition.

AbbVie completed its purchase of Apogee Therapeutics on September 3: eligible APGE shares converted into $135.11 cash, and Apogee Therapeutics became an indirect wholly owned AbbVie subsidiary leaving Nasdaq.

On September 3, 2026, Andor Merger Co. merged into Apogee Therapeutics, Inc. (Nasdaq: APGE), with Apogee Therapeutics surviving as a wholly owned subsidiary of Andor LLC. Andor is a wholly owned subsidiary of AbbVie. Apogee Therapeutics’ Form 8-K (AccNo 0001140361-26-035537; Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, and 9.01; accepted September 3, 2026 at 08:53:40 ET) records the completion under the merger agreement signed June 18.

Cash for each eligible share

At the effective time, each eligible outstanding share of Apogee Therapeutics voting or non-voting common stock was canceled and converted into the right to receive $135.11 in cash, without interest and subject to applicable tax withholding. The filing describes exclusions for company-owned shares, shares held by AbbVie or its merger entities, and properly perfected appraisal shares.

Options with an exercise price below $135.11 were canceled for cash equal to the spread between the merger consideration and the exercise price. Options at or above the merger consideration were canceled without payment. Outstanding restricted stock units became fully vested and converted into cash based on $135.11 per underlying share; restricted stock also vested and converted into the merger consideration.

Item 5.01 puts the transaction’s total equity value at approximately $10.9 billion. AbbVie funded the merger with a combination of cash on hand and debt. Those are the filing’s figures and funding description; the 8-K does not provide a detailed debt schedule.

APGE leaves the public market

Apogee Therapeutics notified Nasdaq that the merger had closed and requested removal of its common stock. The company asked Nasdaq to maintain the trading halt that began after after-hours trading on September 2 and to file Form 25. The filing says APGE common stock will be suspended from Nasdaq trading on September 4, 2026. Apogee Therapeutics also intends to file Form 15 after Form 25 becomes effective to terminate or suspend its Exchange Act registration and reporting obligations.

The close changed control. Apogee Therapeutics became an indirect wholly owned subsidiary of AbbVie, and former shareholders generally retained only the right to receive the cash merger consideration. The company’s directors resigned at the effective time and Merger Sub’s directors became Apogee Therapeutics’ directors; Apogee’s executive officers no longer serve in their former positions.

What changed since June

The June 18 merger agreement established the transaction. September 3 is when the merger became effective and consideration rights replaced eligible APGE shares. That distinction matters: the price was not newly negotiated in this filing, and the acquisition is no longer awaiting close.

Payment, Form 25/15, and funding detail still open

Payment administration for eligible shares and awards, the planned Form 25 and Form 15 steps, and any later disclosures about the debt AbbVie used alongside cash on hand. The filing gives an approximate total equity value, not a final purchase-accounting allocation or detailed financing table.