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Bank of America trims Galapagos (GLPG) exposure below 5% voting threshold

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6-K

Rhea-AI Filing Summary

Galapagos NV reported that Bank of America Corporation has reduced its position and fallen below the 5% transparency threshold of Galapagos’ voting rights under Belgian law. This change results from the disposal of equivalent financial instruments linked to Galapagos shares on March 10, 2026.

As of the notification date, Bank of America and its affiliates held 421,092 voting rights and 2,158,293 equivalent financial instruments, together representing 3.91% of Galapagos’ 65,897,071 outstanding shares. The position combines direct shareholdings and a range of derivative instruments, including rights to recall, rights of use, options, and swaps.

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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 17, 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 17, 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 17, 2026     /s/ Annelies Denecker    
  Annelies Denecker
  Company Secretary
  

EXHIBIT 99.1

Galapagos Receives Transparency Notification from Bank of America

Mechelen, Belgium; March 17, 2026, 22:01 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) received a transparency notification from Bank of America.

Pursuant to Belgian transparency legislation1, Galapagos received transparency notification from Bank of America Corporation on March 12, 2026. The notification indicates that Bank of America Corporation, as controlling entity, fell below the 5% threshold for of Galapagos’ voting rights on March 10, 2026, as a result of the disposal of equivalent financial instruments relating to Galapagos’ voting rights.

On March 12, 2026, Bank of America Corporation (taking into account the holding of its affiliates) owned 421,092 voting rights and 2,158,293 equivalent financial instruments, representing together 3.91% 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 10, 2026 March 12, 2026 0.64% 3.28% 3.91%

Content of the notifications from Bank of America Corporation:
The notification dated March 12, 2026, contains the following information:

  • Date of notification: March 12, 2026
  • Date on which the threshold is crossed: March 10, 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 12,447   0.02%  
Merrill Lynch International 128,053 225,319   0.34%  
Managed Account Advisors LLC 3 3   0.00%  
BofA Securities, Inc. 180,123 168,740   0.26%  
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
14,462 14,462   0.02%  
U.S. Trust Company of Delaware 121 121   0.00%  
Subtotal 335,202 421,092   0.64%  
  TOTAL 421,092 0 0.64% 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     111,582 0.17% physical
Merrill Lynch International Rights of Use     6,579 0.01% physical
BofA Securities, Inc. Right to Recall     11,500 0.02% physical
BofA Securities, Inc. Rights of Use     1,876,489 2.85% physical
Merrill Lynch International Physical Call Option 19/06/2026   100,000 0.15% physical
Bank of America, National Association Swaps 15/04/2027   12,214 0.02% cash
Bank of America, National Association Swaps 29/02/2028   843 0.00% cash
Bank of America, National Association Swaps 15/10/2027   5 0.00% cash
Merrill Lynch International Swaps 15/01/2027   8,056 0.01% cash
Merrill Lynch International Swaps 30/04/2026   8,240 0.01% cash
Merrill Lynch International Swaps 02/07/2026   592 0.00% cash
Merrill Lynch International Swaps 01/11/2027   5,217 0.01% cash
Merrill Lynch International Swaps 15/04/2027   12,214 0.02% cash
Merrill Lynch International Swaps 30/06/2026   3,108 0.00% cash
Merrill Lynch International Swaps 31/03/2027   950 0.00% cash
Merrill Lynch International Swaps 29/01/2027   704 0.00% cash
  TOTAL     2,158,293 3.28%  


TOTAL (A&B) # of voting rights % of voting rights
  2,579,385 3.91%

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 did Galapagos NV (GLPG) disclose about Bank of America’s stake?

Galapagos NV disclosed that Bank of America Corporation fell below the 5% voting rights threshold. Following transactions on March 10, 2026, Bank of America and affiliates now hold 3.91% of Galapagos’ outstanding shares through a mix of direct voting rights and equivalent financial instruments.

What is Bank of America’s current percentage holding in Galapagos (GLPG)?

Bank of America Corporation and its affiliates hold 3.91% of Galapagos’ voting rights. This includes 421,092 voting rights and 2,158,293 equivalent financial instruments, based on a denominator of 65,897,071 Galapagos shares outstanding as referenced in the transparency notification.

When did Bank of America cross the 5% threshold in Galapagos (GLPG)?

The 5% threshold of Galapagos’ voting rights was crossed on March 10, 2026. The transparency notification, dated March 12, 2026, explains that the change resulted from the disposal of equivalent financial instruments that are treated as voting securities under Belgian transparency legislation.

How many Galapagos voting rights does Bank of America directly control?

Bank of America Corporation and its affiliates directly control 421,092 Galapagos voting rights. These voting rights are spread across several entities, including BofA Securities, Merrill Lynch International and Bank of America, National Association, and together represent 0.64% of Galapagos’ voting rights.

What types of equivalent financial instruments does Bank of America hold in Galapagos?

Bank of America affiliates hold various equivalent financial instruments, including rights to recall, rights of use, physical call options and equity swaps. These instruments together correspond to 2,158,293 underlying Galapagos voting rights, representing 3.28% of the company’s voting rights after the reported transactions.

What is the share count denominator used in the Galapagos transparency notification?

The transparency notification uses a denominator of 65,897,071 Galapagos shares outstanding. Bank of America’s 421,092 voting rights and 2,158,293 equivalent financial instruments are measured against this share count to determine its total 3.91% voting rights position in the company.

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2.15B
49.19M
Biotechnology
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Belgium
Mechelen