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 4, 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 4, 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 4, 2026 | | /s/ Annelies Denecker |
| | | Annelies Denecker |
| | | Company Secretary |
| | | |
EXHIBIT 99.1
Galapagos Receives Transparency Notifications from Bank of America
Mechelen, Belgium; March 4, 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 on February
27 and March 2, 2026, from Bank of America Corporation. The initial notification indicates that Bank of America Corporation, as controlling
entity, and its controlled entity, BofA Securities, Inc., individually crossed above the threshold of 5% of Galapagos’ voting rights
on February 26, 2026, including exceeding the threshold of 5% for equivalent financial instruments, as a result of an acquisition of Galapagos’
equivalent financial instruments. Subsequently on March 2, Galapagos received a notification indicating that BofA Securities, Inc. fell
below the 5% threshold of Galapagos’ voting rights again on February 27, 2026 following the disposal of such instruments.
On March 2, 2026, Bank of America Corporation (taking into account the holding of its affiliates) owned 292,642 voting
rights and 3,491,679 equivalent financial instruments, representing together 5.74% 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 |
| February
26, 2026 |
February
27, 2026 |
0.20% |
5.49% |
5.69% |
| February
27, 2026 |
March
2, 2026 |
0.44% |
5.30% |
5.74% |
Content of the notifications from Bank of America Corporation:
The notification dated March 2, 2026, contains
the following information:
- Date of notification: March 2, 2026
- Date on which the threshold is crossed: February 27, 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 |
103,934 |
95,048 |
|
0.14% |
|
| Managed
Account Advisors LLC |
3 |
3 |
|
0.00% |
|
| BofA
Securities, Inc. |
0 |
170,568 |
|
0.02% |
|
Merrill
Lynch, Pierce, Fenner & Smith
Incorporated |
14,462 |
14,462 |
|
0.00% |
|
| U.S.
Trust Company of Delaware |
121 |
121 |
|
0.26% |
|
| Subtotal |
130,960 |
292,642 |
|
0.44% |
|
| |
TOTAL |
292,642 |
0 |
0.44% |
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 |
| Merrill
Lynch International |
Rights
of Use |
|
|
100 |
0.00% |
physical |
| BofA
Securities, Inc. |
Right
to Recall |
|
|
24,700 |
0.04% |
physical |
| BofA
Securities, Inc. |
Rights
of Use |
|
|
3,163,290 |
4.80% |
physical |
| Merrill
Lynch International |
Physical
Call Option |
19/06/2026 |
|
100,000 |
0.15% |
physical |
| Bank
of America, National Association |
Swaps |
15/10/2027 |
|
36 |
0.00% |
cash |
| Bank
of America, National Association |
Swaps |
31/01/2028 |
|
782 |
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 |
|
9,167 |
0.01% |
cash |
| Merrill
Lynch International |
Swaps |
30/04/2026 |
|
14,350 |
0.02% |
cash |
| Merrill
Lynch International |
Swaps |
02/07/2026 |
|
1,113 |
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 |
15/10/2027 |
|
36 |
0.00% |
cash |
| Merrill
Lynch International |
Swaps |
31/03/2027 |
|
596 |
0.00% |
cash |
| |
TOTAL |
|
|
3,491,679 |
5.30% |
|
| TOTAL
(A&B) |
#
of voting rights |
%
of voting rights |
| |
3,784,321 |
5.74% |
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 February 27, 2026,
contains the following information:
- Date of notification: February 27, 2026
- Date on which the threshold is crossed: February 26, 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 |
12,481 |
12,440 |
|
0.02% |
|
| Merrill
Lynch International |
77,455 |
103,934 |
|
0.16% |
|
| Managed
Account Advisors LLC |
3 |
3 |
|
0.00% |
|
| BofA
Securities, Inc. |
0 |
0 |
|
0.00% |
|
Merrill
Lynch, Pierce, Fenner & Smith
Incorporated |
14,462 |
14,462 |
|
0.02% |
|
| U.S.
Trust Company of Delaware |
121 |
121 |
|
0.00% |
|
| Subtotal |
104,522 |
130,960 |
|
0.20% |
|
| |
TOTAL |
130,960 |
0 |
0.20% |
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 |
|
|
24,700 |
0.04% |
physical |
| BofA
Securities, Inc. |
Rights
of Use |
|
|
3,289,340 |
4.99% |
physical |
| Merrill
Lynch International |
Physical
Call Option |
19/06/2026 |
|
100,000 |
0.15% |
physical |
| Bank
of America, National Association |
Swaps |
31/01/2028 |
|
782 |
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 |
|
736 |
0.00% |
cash |
| Merrill
Lynch International |
Swaps |
15/01/2027 |
|
9,167 |
0.01% |
cash |
| Merrill
Lynch International |
Swaps |
30/04/2026 |
|
14,310 |
0.02% |
cash |
| Merrill
Lynch International |
Swaps |
02/07/2026 |
|
1,106 |
0.00% |
cash |
| Merrill
Lynch International |
Swaps |
01/11/2027 |
|
5,726 |
0.01% |
cash |
| Merrill
Lynch International |
Swaps |
27/02/2026 |
|
594 |
0.00% |
cash |
| Merrill
Lynch International |
Swaps |
15/04/2027 |
|
14,679 |
0.02% |
cash |
| Merrill
Lynch International |
Swaps |
30/06/2026 |
|
12 |
0.00% |
cash |
| |
TOTAL |
|
|
3,617,515 |
5.49% |
|
| TOTAL
(A&B) |
#
of voting rights |
%
of voting rights |
| |
3,748,475 |
5.69% |
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
Visit us at www.glpg.com or follow us on LinkedIn or X.
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.
