Merus N.V. (MRUS) subject to Genmab tender offer at $97 per share

Rhea-AI Filing Summary

Merus N.V. reports insider activity tied to a change in control transaction. The company previously entered into a Transaction Agreement with Genmab A/S and its wholly owned subsidiary, which commenced a tender offer for all issued and outstanding Merus common shares. On December 12, 2025, the purchaser accepted all Shares that were validly tendered and not properly withdrawn at an all-cash price of $97.00 per share, without interest and less applicable withholding taxes, to be paid as soon as practicable after the acceptance time.

In connection with this transaction, multiple employee share options held by Merus’s Chief Financial Officer & PFO, each a right to buy common shares at exercise prices such as $41.65, $36.09, $26.5, $16.09 and $10.04 per share, were cancelled on December 12, 2025. For each option, the holder will receive cash equal to the amount by which the $97.00 Offer Consideration exceeds the option’s exercise price, multiplied by the number of Shares underlying that option, and the form shows 0 derivative securities beneficially owned after these transactions.

Insights

Equity compensation and M&A analyst

Genmab’s $97 cash tender offer for Merus triggers a cash-out of the CFO’s stock options.

The disclosure shows that Genmab A/S, through a wholly owned subsidiary, launched a tender offer for all issued and outstanding Merus N.V. common shares. As of December 12, 2025, the purchaser accepted all Shares that were validly tendered and not properly withdrawn at an all-cash price of $97.00 per share, without interest and less applicable withholding taxes, to be paid as soon as practicable after the acceptance time.

The reporting person is Merus’s Chief Financial Officer & PFO, whose share options are listed in Table II as share options (rights to buy) with exercise prices such as $41.65, $36.09, $26.5, $16.09 and $10.04 per share, each linked to a specific number of underlying common shares. Footnote 2 states that each option was cancelled under the Transaction Agreement in exchange for cash equal to the amount by which the $97.00 Offer Consideration exceeds the applicable exercise price per Share, multiplied by the aggregate number of Shares underlying that option.

After these cancellations, the table shows 0 derivative securities beneficially owned, indicating that the CFO no longer holds these options. From an investor perspective, this reflects the mechanics of a cash tender offer where equity and equity-based awards are settled in cash at a defined price, rather than signaling a discretionary insider sale; the overall impact on shareholders is driven by the $97.00 per Share consideration rather than by this individual insider’s form.

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

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^*

PERRY GREGORY D

(Last) (First) (Middle)

C/O MERUS N.V.

UPPSALALAAN 17

(Street)

UTRECHT P7 3584 CT

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer & PFO

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

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 Option (right to buy)	$41.65	12/12/2025		D			100,000	(1)(2)	01/29/2035	Common Shares	100,000	$0	0	D
Share Option (right to buy)	$36.09	12/12/2025		D			107,300	(1)(2)	01/31/2034	Common Shares	107,300	$0	0	D
Share Option (right to buy)	$26.5	12/12/2025		D			372,924	(1)(2)	06/14/2033	Common Shares	372,924	$0	0	D
Share Option (right to buy)	$23.29	12/12/2025		D			14,414	(1)(2)	06/08/2033	Common Shares	14,414	$0	0	D
Share Option (right to buy)	$18.56	12/12/2025		D			16,604	(1)(2)	05/31/2032	Common Shares	16,604	$0	0	D
Share Option (right to buy)	$21.15	12/12/2025		D			6,120	(1)(2)	05/28/2031	Common Shares	6,120	$0	0	D
Share Option (right to buy)	$16.09	12/12/2025		D			8,631	(1)(2)	06/30/2030	Common Shares	8,631	$0	0	D
Share Option (right to buy)	$10.04	12/12/2025		D			17,000	(1)(2)	05/18/2026	Common Shares	17,000	$0	0	D
Share Option (right to buy)	$19.12	12/12/2025		D			5,650	(1)(2)	05/24/2027	Common Shares	5,650	$0	0	D
Share Option (right to buy)	$23.3	12/12/2025		D			4,983	(1)(2)	07/20/2028	Common Shares	4,983	$0	0	D
Share Option (right to buy)	$13.35	12/12/2025		D			8,500	(1)(2)	06/12/2029	Common Shares	8,500	$0	0	D

Explanation of Responses:

1. On September 29, 2025, Merus N.V. (the "Issuer") entered into a transaction agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement") with Genmab A/S ("Genmab") and its wholly owned subsidiary, Genmab Holding II B.V. (the "Purchaser"). Pursuant to the terms of the Transaction Agreement, the Purchaser commenced a tender offer for all the issued and outstanding common shares, par value EUR 0.09 per share (the "Shares"), of the Issuer (the "Offer"), and, on December 12, 2025 (the "Acceptance Time"), the Purchaser accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time in exchange for a cash payment equal to $97.00 per Share, without interest and less applicable withholding taxes (the "Offer Consideration"), which Offer Consideration will be paid as soon as practicable following the Acceptance Time.

2. This option was cancelled pursuant to the Transaction Agreement in exchange for cash (without interest and net of applicable withholding tax and other applicable deductions) in an amount equal to the product of (i) the amount by which the Offer Consideration exceeds the applicable exercise price per Share of such option and (ii) the aggregate number of Shares underlying such option.

	/s/ Peter Silverman as attorney-in-fact	12/12/2025
	** 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 major transaction involving Merus N.V. (MRUS) is described?

The content describes a Transaction Agreement under which a wholly owned subsidiary of Genmab A/S commenced a tender offer for all issued and outstanding Merus N.V. common shares, with the purchaser accepting all Shares that were validly tendered and not properly withdrawn.

What cash price per share will Merus N.V. (MRUS) shareholders receive in the tender offer?

Shareholders whose shares were validly tendered and not properly withdrawn will receive $97.00 per Share in cash, without interest and less applicable withholding taxes, to be paid as soon as practicable following the acceptance time.

How were the Merus N.V. (MRUS) CFOs stock options treated in this transaction?

Each share option held by the Chief Financial Officer & PFO was cancelled pursuant to the Transaction Agreement in exchange for cash equal to the product of (i) the amount by which the $97.00 Offer Consideration exceeds the applicable exercise price per Share and (ii) the aggregate number of Shares underlying that option.

What types of derivative securities are reported for the Merus N.V. (MRUS) insider?

The filing lists multiple share options (rights to buy) as derivative securities, each tied to Merus common shares with exercise prices including $41.65, $36.09, $26.5, $23.29, $18.56, $16.09, $13.35 and $10.04 per share, and each now showing 0 derivative securities beneficially owned after cancellation.

On what date were the tendered Merus N.V. (MRUS) shares accepted and the options cancelled?

The purchaser accepted all validly tendered Shares as of the Acceptance Time on December 12, 2025, and the share options reported in Table II were cancelled on the same 12/12/2025 transaction date.

Who is the reporting person in this Merus N.V. (MRUS) insider filing and what is their role?

The reporting person is identified as an officer of Merus N.V., with the title Chief Financial Officer & PFO, and the form is filed by one reporting person.