Genmab (NASDAQ: GMAB) discloses Merus tender offer stake and $97 per share price

Rhea-AI Filing Summary

Genmab A/S reported changes in its beneficial ownership of Merus N.V. following a cash tender offer. Through its wholly owned subsidiary, Genmab Holding II B.V., it accepted 71,463,077 Merus common shares at $97.00 per share on December 12, 2025, representing about 94.2% of Merus’s outstanding common shares at that time. During a subsequent offering period, the purchaser acquired an additional 120,752 shares on December 16, 2025 and 150,795 shares on December 17, 2025. After these transactions, Genmab, as parent of the purchasing subsidiary, is reported as indirectly beneficially owning over 71.7 million Merus shares.

Insights

M&A and ownership disclosure analyst

Genmab’s Form 4 shows near full control of Merus via a cash tender offer.

The filing describes how Genmab A/S, through its subsidiary Genmab Holding II B.V., acquired a controlling interest in Merus N.V.. The purchaser accepted $97.00 per Merus common share in a tender offer that resulted in 71,463,077 shares being acquired, representing about 94.2% of Merus’s outstanding common shares as of the tender expiration.

After the initial tender, a subsequent offering period led to purchases of an additional 120,752 shares on December 16, 2025 and 150,795 shares on December 17, 2025. The Form 4 indicates indirect beneficial ownership of over 71,734,624 shares through the subsidiary, with Genmab as the parent entity. The economic effect is a large, primarily cash-funded ownership position in Merus, but any implications for strategy or integration are not detailed here.

This disclosure focuses on documenting insider beneficial ownership and pricing rather than future plans. Subsequent company communications or filings would be the place where any post-transaction steps, such as squeeze-out mechanisms or integration actions, are typically described if they occur.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, nominal value EUR 0.09 per share	12/16/2025		P		120,752	A	$97	71,583,829(1)(2)	I(1)(2)	See footnotes(1)(2)
Common Shares, nominal value EUR 0.09 per share	12/17/2025		P		150,795	A	$97	71,734,624(1)(2)	I(1)(2)	See footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	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.

2. On December 12, 2025, Purchaser commenced a subsequent offering period during which Purchaser acquired an additional 120,752 Common Shares on December 16, 2025 and an additional 150,795 Common Shares on December 17, 2025. 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
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FAQ

What ownership stake in Merus N.V. does Genmab A/S report in this Form 4?

The filing states that Genmab’s subsidiary accepted 71,463,077 Merus common shares in the tender offer, representing approximately 94.2% of Merus’s outstanding common shares as of the tender expiration. Additional shares were then acquired in a subsequent offering period.

What price did Genmab pay per Merus N.V. share in the tender offer?

The tender offer consideration was a cash payment of $97.00 per Merus common share, without interest and less applicable withholding taxes, for the shares validly tendered and accepted.

How many Merus N.V. shares were acquired during the subsequent offering period?

During the subsequent offering period, the purchaser acquired an additional 120,752 Merus common shares on December 16, 2025 and 150,795 shares on December 17, 2025.

Who is the reporting person in this Merus N.V. Form 4 and what is their role?

The reporting person is Genmab A/S, identified as a director of Merus N.V. for Form 4 purposes and as the parent entity of Genmab Holding II B.V., which directly holds the Merus shares.

Is the Merus tender offer described as completed or ongoing in this disclosure?

The disclosure explains that the initial offering period expired and that 71,463,077 shares were accepted as of the expiration time, with a subsequent offering period already commenced and additional shares acquired on December 16 and 17, 2025.

How is Genmab’s beneficial ownership in Merus structured according to the filing?

The filing notes that Genmab Holding II B.V., a wholly owned subsidiary of Genmab A/S, directly holds the Merus shares, and that Genmab A/S, as the parent entity, beneficially owns the shares held by this subsidiary.