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For Genmab A/S ordinary shares, Darwin Global Management, Ltd. and Dr. Abhishek Trehan each report beneficial ownership of 3,668,310 shares (5.9%), with shared voting and dispositive power. Dr. Trehan is identified as Darwin Global’s chief investment officer and controlling person.
The reported amount consists of 1,825,006 ordinary shares and 18,433,047 ADSs representing 1,843,304 ordinary shares. Darwin Global Master Fund Ltd. reports beneficial ownership of 3,569,746 shares (5.7%), consisting of 1,775,809 ordinary shares and 17,939,370 ADSs representing 1,793,937 ordinary shares. The percentages use 62,405,855 ordinary shares reported outstanding in an exhibit to a Form 6-K filed September 9, 2026. The reporting persons state that their disclosure is not an admission that any of them is a beneficial owner for purposes of the Securities Exchange Act of 1934.
Key Figures
Beneficial ownership reported by Darwin Global Management, Ltd. and Dr. Abhishek Trehan:3,668,310 ordinary shares (5.9%)Beneficial ownership reported by Darwin Global Master Fund Ltd.:3,569,746 ordinary shares (5.7%)Ordinary shares reported outstanding:62,405,855 ordinary shares+2 more
5 metrics
Beneficial ownership reported by Darwin Global Management, Ltd. and Dr. Abhishek Trehan3,668,310 ordinary shares (5.9%)Each reports shared voting and dispositive power
Beneficial ownership reported by Darwin Global Master Fund Ltd.3,569,746 ordinary shares (5.7%)Shared voting and dispositive power
Ordinary shares reported outstanding62,405,855 ordinary sharesBasis for percentage calculations; cited in an exhibit to a Form 6-K filed September 9, 2026
ADSs included in the amount reported by Darwin Global Management, Ltd. and Dr. Abhishek Trehan18,433,047 ADSsRepresenting 1,843,304 ordinary shares
ADSs included in the amount reported by Darwin Global Master Fund Ltd.17,939,370 ADSsRepresenting 1,793,937 ordinary shares
"represented by the American Depositary Shares ("ADSs")"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Shared Voting Powerfinancial
"Shared Voting Power 3,668,310.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 3,668,310.00"
beneficial ownerfinancial
"the beneficial owner of the securities reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many GMAB ordinary shares do the reporting persons report?
Darwin Global Management, Ltd. and Dr. Abhishek Trehan each report beneficial ownership of 3,668,310 ordinary shares (5.9%), while Darwin Global Master Fund Ltd. reports 3,569,746 ordinary shares (5.7%). The first amount consists of 1,825,006 ordinary shares and 18,433,047 ADSs representing 1,843,304 ordinary shares; the Fund’s amount consists of 1,775,809 ordinary shares and 17,939,370 ADSs representing 1,793,937 ordinary shares.
How many GMAB ordinary shares does each ADS represent?
Each American Depositary Share represents ownership of one tenth of one ordinary share.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GENMAB A/S
(Name of Issuer)
Ordinary Shares, nominal value DKK 1 per share
(Title of Class of Securities)
372303206
(CUSIP Number)
09/28/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
372303206
1
Names of Reporting Persons
Darwin Global Management, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,668,310.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,668,310.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,668,310.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Consists of (i) 1,825,006 Ordinary Shares and (ii) 18,433,047 ADSs representing 1,843,304 Ordinary Shares.
SCHEDULE 13G
CUSIP Number(s):
372303206
1
Names of Reporting Persons
Dr. Abhishek Trehan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,668,310.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,668,310.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,668,310.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Consists of (i) 1,825,006 Ordinary Shares and (ii) 18,433,047 ADSs representing 1,843,304 Ordinary Shares.
SCHEDULE 13G
CUSIP Number(s):
372303206
1
Names of Reporting Persons
Darwin Global Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,569,746.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,569,746.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,569,746.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Consists of (i) 1,775,809 Ordinary Shares and (ii) 17,939,370 ADSs representing 1,793,937 Ordinary Shares.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GENMAB A/S
(b)
Address of issuer's principal executive offices:
Carl Jacobsens Vej 30, 2500 Valby, Denmark
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey ("Darwin Global"), with respect to the ordinary shares, nominal value DKK 1 per share ("Ordinary Shares"), of Genmab A/S, a public limited liability company incorporated under the laws of Denmark (the "Company"), directly held by, and represented by the American Depositary Shares ("ADSs") of the Company directly held by, (a) Master Fund (as defined below), to which Darwin Global serves as investment manager, and (b) segregated accounts (the "Segregated Accounts") for which Darwin Global serves as an appointed sub-investment advisor;
(ii) Dr. Abhishek Trehan ("Dr. Trehan"), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the Ordinary Shares directly held by, and represented by ADSs directly held by, each of Master Fund and the Segregated Accounts; and
(iii) Darwin Global Master Fund Ltd. ("Master Fund"), a Cayman Islands exempted company, with respect to the Ordinary Shares directly held by, and represented by ADSs directly held by, it.
The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
There is no CUSIP assigned to the Ordinary Shares. The CUSIP number 372303206 has been assigned to the ADSs, which are quoted on The Nasdaq Stock Market LLC under the symbol "GMAB". Each ADS represents ownership of one tenth of one Ordinary Share.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR.
(c)
Citizenship:
Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company.
(d)
Title of class of securities:
Ordinary Shares, nominal value DKK 1 per share
(e)
CUSIP Number(s):
372303206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 62,405,855 Ordinary Shares, reported to be outstanding in Exhibit 99.1 to the Form 6-K filed with the SEC on September 9, 2026.
(b)
Percent of class:
5.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Darwin Global Management, Ltd.
Signature:
/s/ John Legge
Name/Title:
John Legge, Director and Chief Financial Officer
Date:
10/05/2026
Dr. Abhishek Trehan
Signature:
/s/ Dr. Abhishek Trehan
Name/Title:
Dr. Abhishek Trehan, individually
Date:
10/05/2026
Darwin Global Master Fund, Ltd.
Signature:
/s/ John Legge
Name/Title:
By: Darwin Global Management, Ltd, its Investment Manager, By: John Legge, Director and Chief Financial Officer
