GENMAB A/S - 26 Dec 2025 Form 4 Insider Report for Merus N.V. (MRUS)

Reporting relationship: 10%+ Owner
Issuer ticker: MRUS
Reported as of: 26 Dec 2025
Net transaction value: -$7,256,707,255
SEC form: 4
Accepted by SEC: 30 Dec 2025, 17:41:44 UTC
Prior SEC filing: 29 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/ Jan G. J. van de Winkel, President and Chief Executive Officer, Genmab A/S

Key filing fact

GENMAB A/S filed Form 4 for Merus N.V. (MRUS) on 30 Dec 2025.

Key facts

This page summarizes GENMAB A/S's Form 4 filing for Merus N.V. (MRUS).
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 30 Dec 2025, 17:41.

Change

Previous filing in this sequence was filed on 29 Dec 2025.
Current net transaction value: -$7,256,707,255.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001434265 Primary reporting owner

GENMAB A/S

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MRUS transaction

Common Shares, nominal value EUR 0.09 per share

Purchase

Transaction value: $288,866
Shares: +2,978
Change %: +0%
Price: $97.00
Shares after: 72,831,487
Date: 26 Dec 2025
Ownership: See footnote
Footnotes: F1, F2

MRUS transaction

Common Shares, nominal value EUR 0.09 per share

Purchase

Transaction value: $102,122,182
Shares: +1,052,806
Change %: +1.4%
Price: $97.00
Shares after: 73,884,293
Date: 29 Dec 2025
Ownership: See footnote
Footnotes: F1, F2

MRUS transaction

Common Shares, nominal value EUR 0.09 per share

Purchase

Transaction value: $7,359,118,303
Shares: -75,867,199
Change %: -100%
Price: $97.00
Shares after: 0
Date: 29 Dec 2025
Ownership: See footnote
Footnotes: F1, F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

GENMAB A/S is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

The common shares, nominal value EUR 0.09 per share (each, a "Common Share," and collectively, the "Common Shares"), of the Issuer reported herein were held of record by Genmab Holding II B.V. ("Purchaser"), a wholly owned subsidiary of Genmab A/S ("Parent"). Parent, as the parent entity of Purchaser, beneficially owns the Common Shares reported herein.

Footnote F2

On December 12, 2025, Purchaser commenced a subsequent offering period during which Purchaser acquired an additional 1,365,432 Common Shares (as previously reported), as well as an additional 2,978 Common Shares on December 26, 2025 and 1,052,806 Common Shares on December 29, 2025. Parent, as the parent entity of Purchaser, beneficially owned the Common Shares held directly by Purchaser.

Footnote F3

On September 29, 2025, Parent, Purchaser and the Issuer entered into a transaction agreement (the "Transaction Agreement"). In accordance with the Transaction Agreement, Parent and Purchaser consummated the Back-End Merger (as defined in the Transaction Agreement) effective as of 6:00 p.m. New York City time on December 29, 2025 (12:00 a.m. Central European Time on December 30, 2025) and the Back-End Cancellation (as defined in the Transaction Agreement) effective as of 6:30 p.m. New York City time on December 29, 2025 (12:30 a.m. Central European Time on December 30, 2025).

Footnote F4

(Continued from footnote 3) As a result of the Back-End Merger and the Back-End Cancellation, each Common Share held by shareholders of the Issuer (other than Purchaser) as of immediately prior to the Back-End Merger (each, a "Minority Shareholder," and collectively, the "Minority Shareholders") was cancelled through the Back-End Merger and the Back-End Cancellation and converted into the right to receive an amount in cash equal to the product of (a) $97.00 and (b) the number of Common Shares held by such Minority Shareholder immediately prior to the Back-End Merger (the "Back-End Cancellation Consideration"), less any applicable withholding taxes, including any Dutch dividend withholding tax (dividendbelasting) due in respect of the Back-End Cancellation Consideration. No Common Shares of the Issuer remain outstanding following the Back-End Merger and the Back-End Cancellation.

Footnote F5

Pursuant to the Back-End Merger, Purchaser indirectly acquired an additional 1,982,906 Common Shares, which Common Shares were subsequently cancelled and converted into the right to receive cash pursuant to the Back-End Cancellation. Parent, as the parent entity of Purchaser, beneficially owned the Common Shares held directly by Purchaser.