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LVTX director option canceled for cash and CVRs under agreement

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LAVA Therapeutics N.V. (LVTX) reported a Form 4 showing that a director’s stock option was fully cancelled in a structured transaction. On 11/13/2025, a share option covering 33,390 common shares with a per share exercise price of $0.93 was disposed of as a derivative security.

The option was cancelled under a Purchase Agreement between LAVA Therapeutics and XOMA Royalty Corporation. In exchange, the reporting person received cash and contingent value rights (CVRs) equal to the excess of $1.04 over the option exercise price, multiplied by the number of underlying shares, plus one CVR for each in-the-money underlying share. Following this transaction, the reporting person reported 0 derivative securities beneficially owned.

Positive

  • None.

Negative

  • None.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Noble James

(Last) (First) (Middle)
C/O LAVA THERAPEUTICS N.V.
YALELAAN 62

(Street)
UTRECHT P7 3584 CM

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LAVA Therapeutics NV [ LVTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025
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
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
Share Options (Right to Buy) $0.93 11/13/2025 D 33,390 (1) 02/12/2035 Common Shares 33,390 $0 0 D
Explanation of Responses:
1. This option was cancelled pursuant to that certain Purchase Agreement, dated August 3, 2025, by and between the Issuer and XOMA Royalty Corporation (as amended, the "Purchase Agreement") in exchange for cash and contingent value rights ("CVRs") (without interest and net of applicable withholding tax and other applicable deductions) in an amount equal to (i) the excess of $1.04 over the per share exercise price of such option multiplied by the total number of shares underlying such in option and (ii) one CVR per share underlying such in-the-money option.
/s/ Amy Garabedian, Attorney-in-Fact 11/17/2025
** 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 4 (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.

FAQ

What did LAVA Therapeutics (LVTX) disclose in this Form 4?

LAVA Therapeutics (LVTX) disclosed that a director cancelled a stock option on 11/13/2025. The option covered 33,390 common shares at an exercise price of $0.93 per share, and after the transaction the director reported 0 derivative securities beneficially owned.

How many LAVA Therapeutics options were affected and at what price?

The Form 4 reports the cancellation of a share option over 33,390 common shares of LAVA Therapeutics, with a per share exercise price of $0.93.

What agreement governed the option cancellation reported for LVTX?

The option was cancelled pursuant to a Purchase Agreement dated August 3, 2025 between LAVA Therapeutics N.V. and XOMA Royalty Corporation, as referenced in the Form 4 explanation.

What did the reporting person receive for the cancelled LVTX option?

For cancelling the option, the reporting person received cash and contingent value rights (CVRs). The amount equals the excess of $1.04 over the $0.93 exercise price, multiplied by the 33,390 underlying shares, plus one CVR for each in-the-money underlying share, net of applicable taxes and deductions.

What is the relationship of the reporting person to LAVA Therapeutics?

The Form 4 identifies the reporting person’s relationship to LAVA Therapeutics N.V. as a Director of the company.

Is this LAVA Therapeutics Form 4 filed by an individual or a group?

The filing is indicated as a Form filed by One Reporting Person, not a joint or group filing.

LAVA Therapeutics N.V.

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Biotechnology
Pharmaceutical Preparations
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Netherlands
UTRECHT