GENMAB A/S 4
4 · Merus N.V. · Filed Dec 22, 2025
Insider Transaction Report
Form 4
Merus N.V.MRUS
GENMAB A/S
10% Owner
Transactions
- Purchase
Common Shares, nominal value EUR 0.09 per share
2025-12-18$97.00/sh+212,177$20,581,169→ 71,946,801 total(indirect: See footnotes) - Purchase
Common Shares, nominal value EUR 0.09 per share
2025-12-19$97.00/sh+66,264$6,427,608→ 72,013,065 total(indirect: See footnotes)
Footnotes (2)
- [F1]On September 29, 2025, Genmab A/S ("Parent"), Genmab Holding II B.V., a wholly owned subsidiary of Parent ("Purchaser"), and the Issuer entered into a transaction agreement (the "Transaction Agreement"). Pursuant to the terms of the Transaction Agreement, Purchaser commenced a tender offer for all the issued and outstanding common shares, nominal value EUR 0.09 per share (the "Common Shares") of the Issuer (the "Offer"), and, on December 12, 2025, following the expiration of the initial offering period of the Offer (the "Expiration Time"), Purchaser accepted 71,463,077 Common Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time, representing approximately 94.2% of the Issuer's outstanding Common Shares, in exchange for a cash payment equal to $97.00 per Common Share, without interest and less applicable withholding taxes.
- [F2]On December 12, 2025, Purchaser commenced a subsequent offering period during which Purchaser acquired an additional 271,547 Common Shares through December 17, 2025, as well as an additional 212,177 Common Shares on December 18, 2025, and an additional 66,264 Common Shares on December 19, 2025. Parent, as the parent entity of Purchaser, beneficially owns the Common Shares held directly by Purchaser.