Genmab (GMAB) ups share capital after employee warrant exercises

Rhea-AI Filing Summary

Genmab A/S is making a small share capital increase after employees exercised warrants, issuing 12,313 new shares. The new shares were subscribed for cash at various prices between DKK 1,147.50 and DKK 1,615.00 per share, generating approximately DKK 17.1 million in proceeds for the company.

The new shares equal about 0.02% of Genmab’s existing share capital and carry the same rights as existing ordinary shares, including voting and dividend rights from subscription. After this increase, the total nominal share capital is DKK 64,250,721, corresponding to 64,250,721 shares and votes, and the new shares are expected to be listed on Nasdaq Copenhagen following registration.

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

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF FEBRUARY 2026

COMMISSION FILE NUMBER 001-38976

Genmab A/S
(Exact name of Registrant as specified in its charter)

Carl Jacobsens Vej 30

2500 Valby

Denmark

+45 70 20 27 28
(Address of principal executive offices)

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

Form 20-F  Form 40-F 

This report on Form 6-K shall be deemed to be incorporated by reference in Genmab A/S’s registration statements on Form S-8 (File No. 333-232693, 333-253519, 333-262970, 333-277273, 333-284876 and 333-293505) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit			Description of Exhibit
99.1			Company Announcement Dated February 24, 2026: Capital Increase in Genmab as a Result of Employee Warrant Exercise

SIGNATURE

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.

			GENMAB A/S
			BY:			/s/ Anthony Pagano
						Name: Anthony Pagano
						Title: Executive Vice President & Chief Financial Officer

DATE: FEBRUARY 24, 2026

Exhibit 99.1

Capital Increase in Genmab as a Result of Employee Warrant Exercise

Company Announcement

COPENHAGEN, Denmark; February 24, 2026 – Genmab A/S (Nasdaq: GMAB) will increase its share capital by 12,313 shares as a consequence of the exercise of employee warrants.

The increase is effected without any preemption rights for the existing shareholders of the company or others. The shares are subscribed in cash at the following price per share of nominally DKK 1:

710 shares at DKK 1,147.50,

239 shares at DKK 1,155.00,

1,527 shares at DKK 1,161.00,

1,183 shares at DKK 1,334.50,

5,391 shares at DKK 1,362.50, and

3,263 shares at DKK 1,615.00.

Proceeds to the company are approximately DKK 17.1 million. The increase corresponds to approximately 0.02% of the company's share capital.

The new shares are ordinary shares without any special rights and are freely transferable negotiable instruments. The new shares give rights to dividends and other rights in relation to the company as of subscription. The new shares will be listed on Nasdaq Copenhagen after registration with the Danish Business Authority. The capital increase is expected to be finalized shortly.

Pursuant to section 32 of the Danish Capital Markets Act No. 1493 of November 18, 2025, it is hereby announced, that the total nominal value of Genmab A/S' share capital after the capital increase is DKK 64,250,721 which is made up of 64,250,721 shares of a nominal value of DKK 1 each, corresponding to 64,250,721 votes.

About Genmab

Genmab is an international biotechnology company dedicated to improving the lives of people with cancer and other serious diseases through innovative antibody medicines. For over 25 years, its passionate, innovative and collaborative team has advanced a broad range of antibody-based therapeutic formats, including bispecific antibodies, antibody–drug conjugates (ADCs), immune-modulating antibodies and other next-generation modalities. Genmab’s science powers eight approved antibody medicines, and the company is advancing a strong late-stage clinical pipeline, including wholly owned programs, with the goal of delivering transformative medicines to patients.

Established in 1999, Genmab is headquartered in Copenhagen, Denmark, with international presence across North America, Europe and Asia Pacific. For more information, please visit Genmab.com and follow us on LinkedIn and X.

Contact:    
Marisol Peron, Senior Vice President, Global Communications & Corporate Affairs

T: +1 609 524 0065; E: mmp@genmab.com

Andrew Carlsen, Vice President, Head of Investor Relations

T: +45 3377 9558; E: acn@genmab.com

Genmab A/S
Carl Jacobsens Vej 30
2500 Valby, Denmark Tel: +45 7020 2728
www.genmab.com
Company Announcement no. 09 Page 1/2 CVR no. 2102 3884 LEI Code 529900MTJPDPE4MHJ122

Capital Increase in Genmab as a Result of Employee Warrant Exercise

The Company Announcement contains forward looking statements. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with pre-clinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in the Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law.

Genmab A/S and/or its subsidiaries own the following trademarks: Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo®; HuMax®; DuoBody®; HexaBody®; DuoHexaBody®, HexElect® and KYSO®.

Genmab A/S
Carl Jacobsens Vej 30
2500 Valby, Denmark Tel: +45 7020 2728
www.genmab.com
Company Announcement no. 09 Page 2/2 CVR no. 2102 3884 LEI Code 529900MTJPDPE4MHJ122

FAQ

What capital increase did Genmab (GMAB) announce in February 2026?

Genmab announced a small capital increase of 12,313 shares following employee warrant exercises. The transaction modestly expands the share count and reflects compensation-related equity issuance under existing warrant programs, with limited dilution relative to the company’s total outstanding shares.

How much cash did Genmab (GMAB) receive from the warrant exercises?

Genmab received approximately DKK 17.1 million in proceeds from the exercise of employee warrants. The new shares were subscribed at several strike prices, providing additional equity capital while representing only a minor increase in the overall share base.

What percentage of Genmab’s share capital is affected by the new shares?

The 12,313 new shares correspond to about 0.02% of Genmab’s share capital. This indicates a very limited dilutive effect for existing shareholders while still allowing the company to honor its employee warrant commitments.

What is Genmab’s total share capital after the February 2026 increase?

After the capital increase, Genmab’s total nominal share capital is DKK 64,250,721, divided into 64,250,721 shares of DKK 1 each. Each share carries one vote, so the company now has 64,250,721 votes in total.

Will the new Genmab (GMAB) shares from the warrant exercise be listed for trading?

Yes, the new ordinary shares will be listed on Nasdaq Copenhagen after registration with the Danish Business Authority. They are freely transferable, carry no special rights, and participate in dividends and other shareholder rights from the time of subscription.

Do existing Genmab shareholders have preemption rights in this capital increase?

No, the capital increase is carried out without preemption rights for existing shareholders or others. The new shares arise specifically from employee warrant exercises, which are part of Genmab’s equity-based incentive arrangements rather than a broad public or rights offering.

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