Bank of America shifts Galapagos (NASDAQ: GLPG) voting and derivative stake

Rhea-AI Filing Summary

Galapagos NV reported transparency notifications showing changes in Bank of America Corporation’s exposure to its shares under Belgian major shareholding rules. Bank of America first moved below the 5% threshold for equivalent financial instruments on March 3, 2026, then back above it on March 4, 2026.

As of March 6, 2026, Bank of America and its affiliates held 335,202 voting rights and 3,489,591 equivalent financial instruments in Galapagos, together representing 5.80% of the company’s 65,897,071 outstanding shares. The position consists mainly of rights of use, rights to recall, options and swaps across several group entities.

Insights

Equity ownership & governance analyst

Bank of America’s economic exposure to Galapagos moved around the 5% disclosure threshold but remains modest in scale.

Belgian transparency rules require disclosures when investors cross specified ownership thresholds. Here, Bank of America Corporation shifted its equivalent financial instruments tied to Galapagos NV first below, then back above, the 5% level within two days.

The latest notification shows a combined 5.80% position, mostly through derivatives such as rights of use, recall rights, options and swaps rather than straightforward share ownership. This indicates an actively managed exposure structure, while the overall stake size remains relatively limited compared with total outstanding shares.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-37384

GALAPAGOS NV
(Translation of registrant's name into English)

Generaal De Wittelaan L11 A3 2800 Mechelen, Belgium
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

The information contained in this Report on Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the Company's Registration Statements on Form S-8 (File Nos. 333-204567, 333-208697, 333-211834, 333-215783, 333- 218160, 333-225263, 333-231765, 333-249416, 333-260500, 333-268756, 333-275886, 333-283361, and 333-292050).

On March 10, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit 99.1. Press release dated March 10, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GALAPAGOS NV
		(Registrant)
Date: March 10, 2026		/s/ Annelies Denecker
		Annelies Denecker
		Company Secretary

EXHIBIT 99.1

Galapagos Receives Transparency Notifications from Bank of America  

Mechelen, Belgium; March 10, 2026, 22:01 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) received transparency notifications from Bank of America.

Pursuant to Belgian transparency legislation¹, Galapagos received transparency notifications from Bank of America Corporation on March 5 and 6, 2026. The initial notification indicates that Bank of America Corporation, as controlling entity, fell below the 5% threshold for equivalent financial instruments relating to Galapagos’ voting rights on March 3, 2026, as a result of the disposal of such instruments. A subsequent notification received on March 6, 2026 indicates that Bank of America Corporation, as controlling entity, crossed above the 5% threshold for equivalent financial instruments relating to Galapagos’ voting rights again on March 4, 2026, following the acquisition of such instruments.

On March 6, 2026, Bank of America Corporation (taking into account the holding of its affiliates) owned 335,202 voting rights and 3,489,591 equivalent financial instruments, representing together 5.80% of Galapagos’ currently outstanding 65,897,071 shares.

Summary of the transactions:

Date on which the threshold was crossed	Date of notification	Direct voting rights after the transaction	Equivalent financial instruments after the transaction	Total (%) voting rights
March 5, 2026	March 3, 2026	1.00%	4.70%	5.70%
March 6, 2026	March 4, 2026	0.51%	5.30%	5.80%

Content of the notifications from Bank of America Corporation:
The notification dated March 6, 2026, contains the following information:

• Date of notification: March 6, 2026
• Date on which the threshold is crossed: March 4, 2026
• Threshold of voting rights crossed (in %): 5%
• Notification by: Bank of America Corporation
• Denominator: 65,897,071
• Reason for the notification: Acquisition or disposal of financial instruments that are treated as voting securities
• Notified details:
  
  

A) Voting Rights	Previous notification	After the transaction
	# of voting rights	# of voting rights		% of voting rights
Holder of voting rights		Linked to securities	Not linked to securities	Linked to securities	Not linked to securities
Bank of America Corporation	0	0		0.00%
Bank of America, National Association	12,440	12,440		0.02%
Merrill Lynch International	101,655	128,053		0.19%
Managed Account Advisors LLC	3	3		0.00%
BofA Securities, Inc.	530,639	180,123		0.27%
Merrill Lynch, Pierce, Fenner & Smith Incorporated	14,462	14,462		0.02%
U.S. Trust Company of Delaware	121	121		0.00%
Subtotal	659,330	335,202		0.51%
	TOTAL	335,202	0	0.51%	0.00%

B) Equivalent financial instruments	After the transaction
Holder of equivalent financial instruments	Type of financial instrument	Expiration date	Exercise period or date	# of voting rights that may be acquired if the instrument is exercised	% of voting rights	Settlement
Merrill Lynch International	Right to Recall			132,666	0.20%	physical
BofA Securities, Inc.	Right to Recall			23,200	0.04%	physical
BofA Securities, Inc.	Rights of Use			3,174,135	4.82%	physical
Merrill Lynch International	Physical Call Option	19/06/2026		100,000	0.15%	physical
Bank of America, National Association	Swaps	31/01/2028		263	0.00%	cash
Bank of America, National Association	Swaps	15/04/2027		14,679	0.02%	cash
Bank of America, National Association	Swaps	29/02/2028		846	0.00%	cash
Merrill Lynch International	Swaps	15/01/2027		8,056	0.01%	cash
Merrill Lynch International	Swaps	30/04/2026		12,050	0.02%	cash
Merrill Lynch International	Swaps	02/07/2026		964	0.00%	cash
Merrill Lynch International	Swaps	01/11/2027		5,726	0.01%	cash
Merrill Lynch International	Swaps	15/04/2027		14,679	0.02%	cash
Merrill Lynch International	Swaps	30/06/2026		101	0.00%	cash
Merrill Lynch International	Swaps	31/03/2027		285	0.00%	cash
Merrill Lynch International	Swaps	09/09/2027		945	0.00%	cash
Merrill Lynch International	Swaps	29/12/2027		996	0.00%	cash
	TOTAL			3,489,591	5.30%

TOTAL (A&B)	# of voting rights	% of voting rights
	3,824,793	5.80%

The chain of control has been described at the end of the notification (section 11) and can be found here.

Content of the notifications from Bank of America Corporation:
The notification dated March 5, 2026, contains the following information:

• Date of notification: March 5, 2026
• Date on which the threshold is crossed: March 3, 2026
• Threshold of voting rights crossed (in %): 5%
• Notification by: Bank of America Corporation
• Denominator: 65,897,071
• Reason for the notification: Acquisition or disposal of financial instruments that are treated as voting securities
• Notified details:
  
  

A) Voting Rights	Previous notification	After the transaction
	# of voting rights	# of voting rights		% of voting rights
Holder of voting rights		Linked to securities	Not linked to securities	Linked to securities	Not linked to securities
Bank of America Corporation	0	0		0.00%
Bank of America, National Association	12,440	12,440		0.02%
Merrill Lynch International	95,048	101,665		0.15%
Managed Account Advisors LLC	3	3		0.00%
BofA Securities, Inc.	170,568	530,639		0.81%
Merrill Lynch, Pierce, Fenner & Smith Incorporated	14,462	14,462		0.02%
U.S. Trust Company of Delaware	121	121		0.00%
Subtotal	292,642	659,330		1.00%
	TOTAL	659,330	0	1.00%	0.00%

B) Equivalent financial instruments	After the transaction
Holder of equivalent financial instruments	Type of financial instrument	Expiration date	Exercise period or date	# of voting rights that may be acquired if the instrument is exercised	% of voting rights	Settlement
Merrill Lynch International	Right to Recall			141,684	0.22%	physical
BofA Securities, Inc.	Right to Recall			23,200	0.04%	physical
BofA Securities, Inc.	Rights of Use			2,776,259	4.21%	physical
Merrill Lynch International	Physical Call Option	19/06/2026		100,000	0.15%	physical
Bank of America, National Association	Swaps	31/01/2028		663	0.00%	cash
Bank of America, National Association	Swaps	15/04/2027		14,679	0.02%	cash
Bank of America, National Association	Swaps	29/02/2028		741	0.00%	cash
Merrill Lynch International	Swaps	15/01/2027		8,056	0.01%	cash
Merrill Lynch International	Swaps	30/04/2026		12,750	0.02%	cash
Merrill Lynch International	Swaps	02/07/2026		1,028	0.00%	cash
Merrill Lynch International	Swaps	01/11/2027		5,726	0.01%	cash
Merrill Lynch International	Swaps	15/04/2027		14,679	0.02%	cash
Merrill Lynch International	Swaps	30/06/2026		34	0.00%	cash
Merrill Lynch International	Swaps	29/01/2027		187	0.00%	cash
	TOTAL			3,099,686	4.70%

TOTAL (A&B)	# of voting rights	% of voting rights
	3,759,016	5.70%

The chain of control has been described at the end of the notification (section 11) and can be found here.

About Galapagos
Galapagos is a biotechnology company built to bring meaningful medicines to patients with serious diseases in therapeutic areas of unmet need. The Company combines world-class deal making expertise with capital to identify, acquire, and advance promising opportunities that have the potential to drive value for patients and shareholders. Applying a modality-agnostic asset selection approach and operational flexibility, Galapagos prioritizes oncology and immunology & inflammation programs with clear clinical proof-of-concept in emerging areas. For more information, visit www.glpg.com or follow us on LinkedIn or X.

For further information, contact Galapagos:
Investor Relations
Glenn Schulman

+1 412 522 6239
ir@glpg.com

Media
Media
Katie Morris
+1 952 288 6821
katiemorris@ententeinc.com

¹ Belgian Act of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and regarding miscellaneous provisions, as amended from time to time.

FAQ

What does Galapagos (GLPG) report in this Form 6-K?

Galapagos reports transparency notifications from Bank of America Corporation under Belgian disclosure rules. These show changes in Bank of America’s voting rights and derivative-based exposure, including movements below and back above the 5% threshold in early March 2026.

How large is Bank of America’s current stake in Galapagos (GLPG)?

As of March 6, 2026, Bank of America and affiliates held 335,202 voting rights and 3,489,591 equivalent financial instruments in Galapagos, together representing 5.80% of the company’s 65,897,071 outstanding shares, according to the transparency notifications summarised in the report.

When did Bank of America cross the 5% threshold in Galapagos voting instruments?

Bank of America fell below the 5% threshold for equivalent financial instruments relating to Galapagos’ voting rights on March 3, 2026, then crossed back above 5% on March 4, 2026. These changes triggered transparency notifications dated March 5 and March 6, 2026.

What types of financial instruments does Bank of America hold in Galapagos (GLPG)?

Bank of America’s exposure includes rights to recall, rights of use, a physical call option, and multiple swap contracts. Together these equivalent financial instruments could represent 3,489,591 voting rights, or 5.30% of Galapagos’ voting rights, in addition to directly held shares.

What is the denominator used for Galapagos’ transparency calculations?

The notifications use a denominator of 65,897,071, representing Galapagos’ currently outstanding shares. Percentages for voting rights and equivalent financial instruments, including the reported 5.80% combined position, are calculated relative to this total share count.

Who must notify Galapagos under Belgian transparency legislation?

Under Belgian transparency legislation, investors such as Bank of America Corporation must notify when acquiring or disposing of financial instruments treated as voting securities that cross specified thresholds. Galapagos then publishes these notifications as regulated information to inform the market.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 93.0 KB