Genmab discloses 94.2% Merus stake after $97 tender offer

Genmab A/S has filed an initial ownership report showing it now beneficially owns 71,463,077 common shares of Merus N.V., indirectly through its wholly owned subsidiary Genmab Holding II B.V.

Rhea-AI Filing Summary

Genmab A/S has filed an initial ownership report showing it now beneficially owns 71,463,077 common shares of Merus N.V., indirectly through its wholly owned subsidiary Genmab Holding II B.V. These shares were acquired in a tender offer that expired on December 12, 2025.

The accepted shares represent approximately 94.2% of Merus’s outstanding common shares. Tendering shareholders received a cash payment of $97.00 per share, without interest and less applicable withholding taxes, giving Genmab effective control of nearly all of Merus’s equity.

Insights

Equity ownership and M&A analyst

Genmab gains effective control of Merus with a 94.2% stake.

Genmab A/S, through its subsidiary Genmab Holding II B.V., now beneficially owns 71,463,077 Merus N.V. common shares. These shares were accepted in a tender offer following a transaction agreement dated September 29, 2025, and reflect a large change in Merus’s ownership profile.

The filing states that these shares equal about 94.2% of Merus’s outstanding common shares, acquired at $97.00 per share in cash, without interest and less applicable withholding taxes. This level of ownership typically gives the acquirer strong control over corporate decisions, subject to applicable corporate and securities laws.

For investors following Genmab (GMAB) or Merus, this disclosure confirms completion of the initial tender offer period as of December 12, 2025 and clarifies Genmab’s stake size and the per-share cash consideration paid in the offer.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GENMAB A/S

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Common Shares, nominal value EUR 0.09 per share	--	--	--

Holdings After Transaction: Common Shares, nominal value EUR 0.09 per share — 71,463,077 shares (Indirect, See footnote)

Footnotes (1)

1. F1. On September 29, 2025, Genmab A/S ("Parent"), Genmab Holding II B.V., a wholly owned subsidiary of Parent ("Purchaser"), and the Issuer entered into a transaction agreement (the "Transaction Agreement"). Pursuant to the terms of the Transaction Agreement, Purchaser commenced a tender offer for all the issued and outstanding common shares, nominal value EUR 0.09 per share (the "Common Shares") of the Issuer (the "Offer"), and, on December 12, 2025, following the expiration of the initial offering period of the Offer (the "Expiration Time"), Purchaser accepted 71,463,077 Common Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time, representing approximately 94.2% of the Issuer's outstanding Common Shares, in exchange for a cash payment equal to $97.00 per Common Share, without interest and less applicable withholding taxes. Parent, as the parent entity of Purchaser, beneficially owns the Common Shares held directly by Purchaser.

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

Understanding Insider Trading Forms →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 12/18/2025 - 05:49 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GENMAB A/S

(Last) (First) (Middle)

CARL JACOBSENS VEJ 30

(Street)

2500 VALBY G7

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2025

3. Issuer Name and Ticker or Trading Symbol
Merus N.V. [ MRUS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, nominal value EUR 0.09 per share	71,463,077	I(1)	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 29, 2025, Genmab A/S ("Parent"), Genmab Holding II B.V., a wholly owned subsidiary of Parent ("Purchaser"), and the Issuer entered into a transaction agreement (the "Transaction Agreement"). Pursuant to the terms of the Transaction Agreement, Purchaser commenced a tender offer for all the issued and outstanding common shares, nominal value EUR 0.09 per share (the "Common Shares") of the Issuer (the "Offer"), and, on December 12, 2025, following the expiration of the initial offering period of the Offer (the "Expiration Time"), Purchaser accepted 71,463,077 Common Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time, representing approximately 94.2% of the Issuer's outstanding Common Shares, in exchange for a cash payment equal to $97.00 per Common Share, without interest and less applicable withholding taxes. Parent, as the parent entity of Purchaser, beneficially owns the Common Shares held directly by Purchaser.

	/s/ Jan G. J. van de Winkel, President and Chief Executive Officer, Genmab A/S	12/18/2025
	/s/ Anthony Pagano, Executive Vice President & Chief Financial Officer, Genmab A/S	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.