GENMAB A/S - 12 Dec 2025 Form 3 Insider Report for Merus N.V. (MRUS)

Role: 10%+ Owner
Signature: /s/ Jan G. J. van de Winkel, President and Chief Executive Officer, Genmab A/S
Issuer symbol: MRUS
Transactions as of: 12 Dec 2025
Net transactions value: $0
Form type: 3
Filing time: 18 Dec 2025, 17:49:12 UTC
Next filing: 18 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
GENMAB A/S	10%+ Owner	CARL JACOBSENS VEJ 30, 2500 VALBY, DENMARK	/s/ Jan G. J. van de Winkel, President and Chief Executive Officer, Genmab A/S	18 Dec 2025	0001434265

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MRUS	Common Shares, nominal value EUR 0.09 per share						71,463,077	12 Dec 2025	See footnote	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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Offer (the "Expiration Time"), Purchaser accepted 71,463,077 Common Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time, representing approximately 94.2% of the Issuer's outstanding Common Shares, in exchange for a cash payment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. Parent, as the parent entity of Purchaser, beneficially owns the Common Shares held directly by Purchaser.

Content

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. Parent, as the parent entity of Purchaser, beneficially owns the Common Shares held directly by Purchaser.