Bank of America takes 5.34% voting interest in Galapagos (GLPG)

Rhea-AI Filing Summary

Galapagos reported that Bank of America Corporation crossed the 5% disclosure threshold in its shares under Belgian transparency rules. The change followed an acquisition of Galapagos voting rights and equivalent financial instruments on February 9, 2026.

As of February 11, 2026, Bank of America and affiliates held 104,522 direct voting rights and 3,415,894 equivalent financial instruments in Galapagos, representing together 5.34% of the company’s 65,897,071 outstanding shares. The notification formalizes Bank of America’s status as a significant shareholder.

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 February 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 February 16, 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 February 16, 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: February 17, 2026		/s/ Annelies Denecker
		Annelies Denecker
		Company Secretary

EXHIBIT 99.1

Galapagos Receives Transparency Notification from Bank of America

Mechelen, Belgium; February 16, 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 a transparency notification on February 11, 2026, from Bank of America Corporation. The notification indicates that Bank of America Corporation, as controlling entity, crossed above the threshold of 5% of Galapagos’ voting rights on February 9, 2026, including the threshold of 5% for equivalent financial instruments was exceeded, as a result of an acquisition of Galapagos’ voting rights and equivalent financial instruments.

On February 11, 2026, the Bank of America Corporation (taking into account the holding of its affiliates) owned 104,522 voting rights and 3,415,894 equivalent financial instruments, representing together 5.34% of Galapagos’ currently outstanding 65,897,071 shares.

Summary of the transaction:

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 9, 2026	February 11, 2026	0.16%	5.18%	5.34%

Content of the notifications from Bank of America Corporation:
The notification dated February 11, 2026, contains the following information:

• Date of notification: February 11, 2026
• Date on which the threshold is crossed: February 9, 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	12,475	12,481		0.02%
Merrill Lynch International	105,026	77,455		0.12%
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	132,087	104,522		0.16%
	TOTAL	104,522	0	0.16%	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			149,680	0.23%	physical
BofA Securities, Inc.	Right to Recall			29,400	0.04%	physical
BofA Securities, Inc.	Rights of Use			3,013,890	4.57%	physical
Merrill Lynch International	Rights of Use			1,275	0.00%	physical
Bank of America, National Association	Physical Call Option	19/06/2026		100,000	0.15%	physical
Bank of America, National Association	Swaps	15/06/2026		12,500	0.02%	cash
Bank of America, National Association	Swaps	15/01/2027		4,216	0.01%	cash
Bank of America, National Association	Swaps	15/10/2027		15	0.00%	cash
Bank of America, National Association	Swaps	31/01/2028		651	0.00%	cash
Bank of America, National Association	Swaps	09/03/2026		29,070	0.04%	cash
Merrill Lynch International	Swaps	15/06/2026		12,500	0.02%	cash
Merrill Lynch International	Swaps	15/01/2027		15,405	0.02%	cash
Merrill Lynch International	Swaps	15/10/2027		15	0.00%	cash
Merrill Lynch International	Swaps	30/04/2026		11,000	0.02%	cash
Merrill Lynch International	Swaps	02/07/2026		1,250	0.00%	cash
Merrill Lynch International	Swaps	01/11/2027		5,230	0.01%	cash
Merrill Lynch International	Swaps	29/01/2027		415	0.00%	cash
Merrill Lynch International	Swaps	27/02/2026		312	0.00%	cash
Merrill Lynch International	Swaps	09/03/2026		29,070	0.04%	cash
	TOTAL			3,415,894	5.18%

TOTAL (A&B)	# of voting rights	% of voting rights
	3,520,416	5.34%

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

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.

FAQ

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

Galapagos disclosed that Bank of America Corporation crossed the 5% transparency threshold in its shares. As of February 11, 2026, Bank of America and affiliates held 104,522 voting rights and 3,415,894 equivalent financial instruments, together representing 5.34% of Galapagos’ 65,897,071 outstanding shares.

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

Bank of America crossed the 5% threshold in Galapagos voting rights on February 9, 2026. The position was formally notified on February 11, 2026, in line with Belgian transparency legislation requiring disclosure of major shareholdings once specific ownership thresholds, such as 5%, are exceeded.

How large is Bank of America’s total interest in Galapagos (GLPG)?

Bank of America’s total interest in Galapagos is 5.34% of voting rights. This combines 104,522 direct voting rights (0.16%) and 3,415,894 equivalent financial instruments (5.18%) based on a denominator of 65,897,071 Galapagos shares outstanding at the time of the notification.

What are the equivalent financial instruments held by Bank of America in Galapagos (GLPG)?

Equivalent financial instruments include rights to recall, rights of use, physical call options, and swaps linked to Galapagos shares. Together these instruments give exposure to 3,415,894 underlying voting rights, corresponding to 5.18% of Galapagos’ voting share capital at the notification date.

Which Galapagos (GLPG) transparency rules triggered this notification?

The notification was triggered by Belgian transparency legislation, specifically the Act of 2 May 2007 on disclosure of major shareholdings. This law requires investors to inform issuers like Galapagos when their voting interest crosses predefined thresholds, including the key 5% level.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 PRESS RELEASE 55.5 KB