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

Rhea-AI Summary

NewAmsterdam Pharma (Nasdaq: NAMS) announced inducement option grants covering an aggregate of 40,000 ordinary shares to two non‑executive new hires under the 2024 Inducement Plan in accordance with Nasdaq Listing Rule 5635(c)(4). The options carry an exercise price of $39.61, equal to the closing Nasdaq price on December 1, 2025 (grant date). The shares subject to the options vest over four years: 25% on the one‑year anniversary of each vesting commencement date, then the balance in 36 equal monthly installments, subject to continued service. The options are governed by the 2024 Inducement Plan and individual option award agreements.

Key Figures

Inducement options granted 40,000 shares Aggregate inducement share options to two non-executive new hires

Option exercise price $39.61 Exercise price equal to Dec 1, 2025 Nasdaq closing price

Current share price $35.97 Pre-news closing price versus 52-week high of $42.00

Price vs 52-week high -14.36% Distance from 52-week high prior to this news

Price vs 52-week low 155.83% Gain versus 52-week low prior to this news

Vesting period 4 years 25% after one year, then 36 equal monthly installments

Initial vesting cliff 25% Vests on one-year anniversary of vesting commencement date

Monthly installments 36 installments Remaining options vest in 36 equal monthly tranches

Market Reality Check

$23.50 Last Close

Volume Volume 1,460,451 is 1.34x the 20-day average of 1,086,443, indicating elevated trading activity before this announcement. normal

Technical Shares at $35.97 were trading above the 200-day MA of $24.88, reflecting a pre-existing uptrend.

Peers on Argus

Peers in Biotechnology showed mostly positive but mixed moves, with VKTX +10.71%, APLS +3.94%, MLYS +1.83%, CRNX +1.37%, and RARE +0.38%. No momentum scanner signals or common news themes were flagged, suggesting today’s context for NAMS was more stock-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 25	Investor conferences	Positive	+2.9%	Planned participation in three December investor conferences with webcast access.
Nov 07	Inducement grants	Neutral	+6.0%	Inducement options for one new hire under the 2024 Inducement Plan.
Nov 05	Earnings update	Mixed	+4.4%	Q3 2025 financials and regulatory progress on obicetrapib programs.
Oct 30	Medical conferences	Positive	+8.1%	Upcoming Phase 3 trial presentations and investor conference appearances.
Oct 14	Clinical trial support	Positive	+1.9%	Caristo selected as imaging core lab for REMBRANDT cardiovascular trial.

Pattern Detected

Across the last five news items, NAMS shares showed consistently positive 24-hour reactions, including to conference participation, trial updates, earnings, and prior inducement grants.

Recent Company History

Over the past six months, NewAmsterdam reported multiple milestones. Conference and medical meeting participation in October–November 2025 around its BROOKLYN, BROADWAY, TANDEM, and REMBRANDT programs all saw positive next-day price reactions, as did the Q3 2025 earnings and corporate update with $756.0M cash and a $72.0M net loss. A prior inducement grant announcement on Nov 7, 2025 also coincided with a positive move, providing context for today’s new inducement grants.

Market Pulse Summary

The stock moved -6.4% in the session following this news. A negative reaction despite the routine nature of a 40,000-share inducement grant would contrast with recent history, where prior inducement and conference announcements coincided with positive moves. The stock had been trading well above its 200-day MA and far above its 52‑week low, leaving room for profit-taking. Weakness could also reflect broader reassessment of earlier catalysts such as clinical milestones or financial updates, rather than this administrative equity grant alone.

Key Terms

nasdaq listing rule 5635(c)(4) regulatory

"approved the grant of inducement share options ... 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.

exercise price financial

"The share options have an exercise price per share equal to $39.61, which represents the closing market price..."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"The shares subject to the options will vest over four years, with 25% of the shares vesting on the one-year anniversary..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

option award agreement financial

"The options are subject to the terms and conditions of the 2024 Inducement Plan and the terms and conditions of an option award agreement..."

A written contract that grants an individual the right to buy company shares at a set price under specific conditions, like how many options they get, when they can exercise them, and when they expire. Think of it like a ticket that becomes valid only after certain milestones; it matters to investors because these agreements affect how many shares may enter the market, management incentives, and a company’s future earnings per share and dilution.

AI-generated analysis. Not financial advice.

NAARDEN, The Netherlands and MIAMI, Dec. 05, 2025 (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 40,000 of NewAmsterdam’s ordinary shares to two 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 $39.61, which represents the closing market price on the Nasdaq Stock Market of the Company’s ordinary shares on December 1, 2025, 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.

About NewAmsterdam
NewAmsterdam Pharma (Nasdaq: NAMS) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well tolerated. We seek to fill a significant unmet need for a safe, well-tolerated and convenient LDL-lowering therapy. In multiple phase 3 studies, NewAmsterdam is investigating obicetrapib, an oral, low-dose and once-daily CETP inhibitor, alone or as a fixed-dose combination with ezetimibe, as LDL-C lowering therapies to be used as an adjunct to statin therapy for patients at risk of CVD with elevated LDL-C, for whom existing therapies are not sufficiently effective or well tolerated.

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

FAQ

What did NewAmsterdam (NAMS) announce on December 5, 2025 regarding stock option grants?

The company announced inducement grants of options covering 40,000 shares to two non‑executive hires, granted under the 2024 Inducement Plan.

What is the exercise price and grant date for NewAmsterdam's (NAMS) inducement options?

The exercise price is $39.61 per share, equal to the Nasdaq closing price on the grant date of December 1, 2025.

How do the NewAmsterdam (NAMS) inducement options vest?

Options vest over four years: 25% at the one‑year anniversary, then the remainder in 36 equal monthly installments, subject to continued service.

Are NewAmsterdam's (NAMS) option grants compliant with Nasdaq rules?

Yes; the grants were approved as inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4) and the company's 2024 Inducement Plan.

How many employees received inducement option grants from NewAmsterdam (NAMS)?

Two non‑executive new hires received the inducement option grants totaling 40,000 shares.

Where can shareholders find the terms governing NewAmsterdam's (NAMS) inducement options?

The options are subject to the 2024 Inducement Plan and individual option award agreements that set the specific terms and conditions.