EcoR1 Capital Discloses 13.22% Stake in Galapagos NV – $399M Invested

EcoR1 Capital files Amendment No. 3 to Schedule 13D on Galapagos NV (GLPG).

Accepted by SEC EDGAR 07/28/2025 - 08:37 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

EcoR1 Capital files Amendment No. 3 to Schedule 13D on Galapagos NV (GLPG). The biotech-focused hedge fund and its founder Oleg Nodelman now report beneficial ownership of 8,714,522 ordinary shares/ADSs, equal to 13.22 % of the 65,897,071 shares outstanding (Form 20-F, 31 Dec 2024). The position is concentrated in EcoR1 Capital Fund Qualified, L.P. (8.19 m shares, 12.43 %) while EcoR1 Capital Fund, L.P. holds 0.52 m shares (0.79 %).
The shares were accumulated for an aggregate US$399.4 million; an additional US$293,693 in fees was paid to Citibank for converting ADSs into ordinary shares. EcoR1 and Mr Nodelman have shared voting and dispositive power over the entire stake.
Apart from updating share totals and cost, the filing makes no changes to the previously stated purpose of the investment or to any contracts, arrangements or relationships with the issuer. Exhibit 99.2 details trades executed in the past 60 days; no other transactions were disclosed.

Positive

• EcoR1 Capital’s 13.22 % stake demonstrates significant institutional confidence in GLPG.
• US$399.4 million invested underscores long-term commitment from a biotech-focused fund.

Negative

• None.

Insights

Financial Analyst

TL;DR: EcoR1 now controls 13.22 % of GLPG after spending US$399 m; no new activist intentions disclosed.

Impact: The disclosure confirms a sizeable, above-13 % holding by a specialist biotech investor, signalling continued conviction in Galapagos. The amendment mainly reflects share tally updates and ADS conversion fees, with voting power remaining shared among EcoR1 entities and founder Oleg Nodelman. Absence of purpose changes means investors gain transparency on stake size but no fresh strategic clues. Overall, the filing is noteworthy for ownership concentration yet neutral regarding immediate operational or financial effects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Galapagos (GLPG) shares does EcoR1 Capital now own?

EcoR1 and affiliates report 8,714,522 ordinary shares/ADSs.

What percentage of GLPG’s outstanding shares is held by EcoR1?

The holding represents 13.22 % of the 65.9 million shares outstanding.

How much has EcoR1 spent acquiring its GLPG position?

The funds paid an aggregate US$399,380,734.97 for the shares, excluding ADS conversion fees.

Did EcoR1 convert ADSs into ordinary GLPG shares?

Yes, the funds paid US$293,693.40 to Citibank to convert ADSs to ordinary shares.

Does the filing change EcoR1’s stated purpose for investing in Galapagos?

No. The amendment reports ownership updates only; the investment purpose remains unchanged.

What is the CUSIP number for Galapagos ordinary shares?

The CUSIP is 36315X101.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Galapagos NV

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

36315X101

(CUSIP Number)

Oleg Nodelman
EcoR1 Capital, LLC, 357 Tehama Street #3
San Francisco, CA, 94103
(415) 448-6534

Richard M. Brand
Kiran S. Kadekar White & Case LLP, 1221 Avenue of the Americas
New York, NY, 10020-1095
(212) 819-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 36315X101

1

Name of reporting person

EcoR1 Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,714,522.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,714,522.00

11

Aggregate amount beneficially owned by each reporting person

8,714,522.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.22 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

The amounts reported include (1) ordinary shares, no par value, of Galapagos NV (the "Issuer") and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on March 27, 2025 (the "Form 20-F").

SCHEDULE 13D

CUSIP No. 36315X101

1

Name of reporting person

Oleg Nodelman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,714,522.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,714,522.00

11

Aggregate amount beneficially owned by each reporting person

8,714,522.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.22 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amounts reported include (1) ordinary shares, no par value, of the Issuer and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F.

SCHEDULE 13D

CUSIP No. 36315X101

1

Name of reporting person

EcoR1 Capital Fund Qualified, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,192,077.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,192,077.00

11

Aggregate amount beneficially owned by each reporting person

8,192,077.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.43 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The amounts reported include (1) ordinary shares, no par value, of the Issuer and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F.

SCHEDULE 13D

CUSIP No. 36315X101

1

Name of reporting person

EcoR1 Capital Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 522,445.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 522,445.00

11

Aggregate amount beneficially owned by each reporting person

522,445.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.79 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The amounts reported include (1) ordinary shares, no par value, of the Issuer and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, no par value
(b)	Name of Issuer: Galapagos NV
(c)	Address of Issuer's Principal Executive Offices: Generaal De Wittelaan, 2800 Mechelen, BELGIUM , L11 A3.
Item 1 Comment: EXPLANATORY NOTE: This Amendment No. 3 to Schedule 13D (this "Schedule 13D/A") amends and supplements, to the extent set forth herein, the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 23, 2024, as amended by Amendment No. 1 thereto filed on October 8, 2024, as amended by Amendment No. 2 thereto filed on May 19, 2025 (the "Schedule 13D"), filed by the Reporting Persons with respect to the ordinary shares, no par value (the "Ordinary Shares"), and American Depositary Shares, each of which represents one ordinary share, no par value (the "ADSs" and together with the Ordinary Shares, the "Shares"), of Galapagos NV (the "Issuer"). Except as expressly amended by this Schedule 13D/A, the Schedule 13D remains in effect. Capitalized terms not otherwise defined in this Schedule 13D/A shall have the meaning ascribed to them in the Schedule 13D. This Schedule 13D/A amends Items 3, 5 and 7.
Item 2.	Identity and Background
(a)	No amendment to this Item is being made.
(b)	No amendment to this Item is being made.
(c)	No amendment to this Item is being made.
(d)	No amendment to this Item is being made.
(e)	No amendment to this Item is being made.
(f)	No amendment to this Item is being made.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: All of the Shares reported herein were purchased by the Funds for an aggregate purchase price of $399,380,734.97 including fees and expenses, excluding fees with respect to the conversion of ADSs to Ordinary Shares. In connection with the surrender of certain ADSs held by the Funds and withdrawal of ordinary shares of the Issuer from Citibank, N.A., as depositary (the "Depositary" and such exchange, the "ADS Conversion"), the Funds paid $293,693.40 in fees to the Depositary. The source of funds used by the Funds to purchase such Shares and to effect the ADS Conversion was derived from the capital of the Funds. The response to Item 5 of the Schedule 13D is incorporated herein by reference. Unless noted above, no part of the purchase price for such Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3.
Item 4.	Purpose of Transaction
	No amendment to this Item is being made.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: EcoR1 and Mr. Nodelman each may be deemed to beneficially own an aggregate of 8,714,522 Shares (the "Subject Shares"), representing approximately 13.22% of the outstanding Shares based on 65,897,071 Shares outstanding as of December 31, 2024 (the "Outstanding Shares"), as reported in the Issuer's Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on March 27, 2025 (the "Form 20-F"). Qualified Fund may be deemed to beneficially own an aggregate of 8,192,077 of the Subject Shares, representing approximately 12.43% of the Outstanding Shares. Capital Fund may be deemed to beneficially own an aggregate of 522,445 of the Subject Shares, representing approximately 0.79% of the Outstanding Shares.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: EcoR1, as the general partner of each of the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Mr. Nodelman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Each of the Funds may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) only the Subject Shares that it beneficially owns.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.2 filed herewith, which is incorporated by reference into this Item 5(c), describes the transactions in the Shares that were effected by the Reporting Persons during the past sixty (60) days. Except as set forth in Exhibit 99.2 filed herewith, no transactions in the Shares were effected by the Reporting Persons during the past sixty (60) days.
(d)	No amendment to this Item is being made.
(e)	No amendment to this Item is being made.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	No amendment to this Item is being made.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.1 Joint Filing Agreement, dated August 23, 2024, among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC jointly by the Reporting Persons on August 23, 2024). Exhibit 99.2 Trading Data (filed herewith).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EcoR1 Capital, LLC

Signature:	/s/ Oleg Nodelman
Name/Title:	Manager
Date:	07/28/2025

Oleg Nodelman

Signature:	/s/ Oleg Nodelman
Name/Title:	Reporting Person
Date:	07/28/2025

EcoR1 Capital Fund Qualified, L.P.

Signature:	/s/ Oleg Nodelman
Name/Title:	Manager of the General Partner, EcoR1 Capital, LLC
Date:	07/28/2025

EcoR1 Capital Fund, L.P.

Signature:	/s/ Oleg Nodelman
Name/Title:	Manager of the General Partner, EcoR1 Capital, LLC
Date:	07/28/2025