NewAmsterdam Pharma Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

The employment inducement awards create potential dilution through both share options and restricted stock units.

Rhea-AI Summary

NewAmsterdam Pharma (Nasdaq: NAMS) granted share options and restricted stock units to six non-executive new hires on November 2, 2026. The awards comprise options covering 106,600 ordinary shares at an exercise price of $19.56, equal to the grant-date closing market price, and restricted stock units covering 28,295 ordinary shares.

The options vest over four years: 25% after one year, followed by 36 equal monthly installments. The restricted stock units vest in thirds on the first three anniversaries of the applicable vesting commencement date. Both awards require continued service on each vesting date and were granted under the 2024 Inducement Plan pursuant to Nasdaq Listing Rule 5635(c)(4).

Positive

• None.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.106,600 share options granted at a $19.56 exercise price create potential dilution upon exercise.
• Minor point. Forward-looking: it has not happened yet and may not happen.Restricted stock units covering 28,295 ordinary shares create potential dilution as service-based vesting requirements are met.

Key Figures

Share options granted: 106,600 shares Option exercise price: $19.56 per share Option vesting: 4 years; 25% after 1 year, then 36 equal monthly installments +2 more

Share options granted

106,600 shares

For 6 non-executive new hires

Option exercise price

$19.56 per share

Equal to the November 2, 2026 grant-date closing price

Option vesting

4 years; 25% after 1 year, then 36 equal monthly installments

Subject to continued service

Restricted stock units granted

28,295 shares

For 6 non-executive new hires

Restricted stock unit vesting

3 years; one-third on each annual anniversary

Subject to continued service

Historical Context

1 past event · Latest: Oct 02

1 event

1. Oct 02

   Inducement grants

   24h Move

   -1.7%

   Prior grants to seven hires used four-year option and three-year RSU vesting.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

nasdaq listing rule 5635(c)(4), restricted stock units, ldl-c, cetp inhibitor

4 terms

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

restricted stock units financial

"grant of restricted stock units covering an aggregate of 28,295"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

ldl-c medical

"elevated low-density lipoprotein cholesterol (“LDL-C”)"

LDL-C stands for low-density lipoprotein cholesterol, the portion of cholesterol carried in the blood by LDL particles that is commonly linked to buildup of plaque in arteries—think of it like sticky debris that can clog pipes. Investors care because changes in LDL-C are a key measure used by regulators and clinicians to judge the effectiveness of cardiovascular drugs and devices, shape insurance coverage, and influence market demand for treatments that lower heart attack and stroke risk.

cetp inhibitor medical

"an oral, low-dose, once-daily CETP inhibitor"

A CETP inhibitor is a medicine that blocks a blood protein responsible for moving cholesterol between different carriers, which typically raises “good” HDL cholesterol and can lower “bad” LDL cholesterol. For investors, these drugs matter because if clinical trials and regulators confirm they reduce heart disease, they can create large new revenue streams for developers; conversely, trial failures or safety concerns can sharply reduce a company’s value, like a promising new tool that must still prove it fixes the problem.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NAARDEN, the Netherlands and MIAMI, Nov. 06, 2026 (GLOBE NEWSWIRE) -- NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS or “NewAmsterdam” or the “Company”), a late-stage, clinical biopharmaceutical company developing oral, non-statin medicines for patients at risk of cardiovascular disease (“CVD”) with elevated low-density lipoprotein cholesterol (“LDL-C”), for whom existing therapies are not sufficiently effective or well-tolerated, today announced that the Compensation Committee of NewAmsterdam’s Board of Directors approved the grant of inducement share options covering an aggregate of 106,600 of NewAmsterdam’s ordinary shares to 6 non-executive new hires. The share options were granted as an inducement material to the employees’ acceptance of employment with NewAmsterdam pursuant to the NewAmsterdam Pharma Company N.V. 2024 Inducement Plan (the “2024 Inducement Plan”) and in accordance with Nasdaq Listing Rule 5635(c)(4).

The share options have an exercise price per share equal to $19.56, which represents the closing market price on the Nasdaq Stock Market of the Company’s ordinary shares on November 2, 2026, the grant date. The shares subject to the options will vest over four years, with 25% of the shares vesting on the one-year anniversary of the applicable vesting commencement date and the balance of the shares vesting in a series of 36 equal monthly installments thereafter, subject to each employee’s continued service with NewAmsterdam on such vesting dates. The options are subject to the terms and conditions of the 2024 Inducement Plan and the terms and conditions of an option award agreement covering the grant.

The Compensation Committee of NewAmsterdam’s Board of Directors also approved the grant of restricted stock units covering an aggregate of 28,295 of NewAmsterdam’s ordinary shares to 6 non-executive new hires. The restricted stock units were granted as an inducement material to the employees’ acceptance of employment with NewAmsterdam pursuant to the 2024 Inducement Plan and in accordance with Nasdaq Listing Rule 5635(c)(4).

The restricted stock units were granted on November 2, 2026. The restricted stock units will vest over three years, with one-third of the restricted stock units vesting on each of the one-year, two-year and three-year anniversaries of the applicable vesting commencement date, subject to each employee’s continued service with NewAmsterdam on such vesting dates. The restricted stock units are subject to the terms and conditions of the 2024 Inducement Plan and the terms and conditions of a restricted stock unit award agreement covering the grant.

About NewAmsterdam
NewAmsterdam Pharma (Nasdaq: NAMS) is a late-stage biopharmaceutical company dedicated to building a new standard of care for people living with cardiometabolic and neurodegenerative diseases. The Company is advancing therapies designed to address a significant unmet need for safe, well-tolerated, and convenient treatment options that lower LDL-C while advancing innovation beyond a single marker to better address cardiovascular risk. In multiple Phase 3 trials, NewAmsterdam is investigating obicetrapib, an oral, low-dose, once-daily CETP inhibitor, alone and as a fixed-dose combination with ezetimibe, in patients at risk of cardiovascular disease with elevated LDL-C. Guided by its mission, the Company challenges convention with courage, translates deep biological insight into meaningful patient impact, and delivers with rigor, precision, and purpose.

Company Contact
Matthew Philippe
P: 1-917-882-7512
matthew.philippe@newamsterdampharma.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many inducement awards did NewAmsterdam Pharma grant to new hires?

NewAmsterdam Pharma granted options covering 106,600 ordinary shares and restricted stock units covering 28,295 ordinary shares to six non-executive new hires. The awards were granted on November 2, 2026, with an option exercise price of $19.56 per share.

When do NewAmsterdam Pharma's November 2026 inducement awards vest?

The options vest over four years, while the restricted stock units vest over three years. Options vest 25% on the first anniversary of the applicable vesting commencement date, then in 36 equal monthly installments. Restricted stock units vest one-third on each of the first three anniversaries. Each vesting requires the employee's continued service.