Merus (NASDAQ: MRUS) director notes option cancellation after $97 Genmab share offer

Rhea-AI Filing Summary

Merus N.V. director filed an insider report related to Genmab A/S's cash tender offer for all of the company’s common shares at $97.00 per share. On December 12, 2025, Genmab’s wholly owned subsidiary accepted all Shares that were validly tendered and not properly withdrawn, with cash consideration to be paid as soon as practicable afterward.

The filing also shows the director’s stock options were cancelled under the transaction agreement in exchange for cash equal to the difference between the $97.00 offer price and each option’s exercise price, multiplied by the number of underlying Shares, leaving no derivative securities beneficially owned.

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Form 4 links a Merus director’s option cancellation to Genmab’s $97-per-share tender offer.

The disclosure describes a Transaction Agreement dated September 29, 2025 among Merus N.V., Genmab A/S and Genmab Holding II B.V. Genmab’s subsidiary launched a tender offer for all issued and outstanding Merus common shares, with an offer consideration of $97.00 per Share in cash, without interest and less applicable withholding taxes. On December 12, 2025, the purchaser accepted all Shares validly tendered and not properly withdrawn, with payment to follow as soon as practicable after the acceptance time.

For this reporting person, multiple “Share Option (right to buy)” positions are listed in Table II, each tied to a specific exercise price and number of underlying common shares. Explanation 2 states that each option was cancelled under the Transaction Agreement in exchange for cash equal to the product of the amount by which the $97.00 offer price exceeds the option’s exercise price and the aggregate number of underlying Shares, without interest and net of applicable withholding tax and other deductions. The table shows 0 derivative securities beneficially owned following the reported transactions, indicating this account no longer holds Merus options after the tender offer acceptance.

The filing underscores that the tender offer sets a fixed cash value per Share and that optionholders are settled based on that same offer price, adjusted for each grant’s strike price. The overall economic effect for shareholders and optionholders is determined by their tender participation, grant terms and applicable tax withholding, while the successful acceptance of tendered Shares marks a key step in Genmab’s acquisition process for Merus as described here.

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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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^*

Kanavy Len

(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)

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

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)	$41.6	12/12/2025		D			13,193	(1)(2)	05/22/2035	Common Shares	13,193	$0	0	D
Share Option (right to buy)	$48.73	12/12/2025		D			8,844	(1)(2)	05/07/2034	Common Shares	8,844	$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)	$20.8	12/12/2025		D			14,149	(1)(2)	10/04/2027	Common Shares	14,149	$0	0	D
Share Option (right to buy)	$14.83	12/12/2025		D			7,669	(1)(2)	11/05/2028	Common Shares	7,669	$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).
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FAQ

What transaction between Merus (MRUS) and Genmab is described here?

The text describes a Transaction Agreement dated September 29, 2025 among Merus N.V., Genmab A/S and Genmab Holding II B.V. Genmab’s subsidiary commenced a tender offer for all issued and outstanding Merus common shares, and on December 12, 2025 accepted all Shares that were validly tendered and not properly withdrawn in exchange for cash.

What cash price per Merus (MRUS) share did Genmab offer?

The purchaser agreed to pay an offer consideration of $97.00 per Merus common Share in cash, without interest and less applicable withholding taxes.

How were Merus (MRUS) stock options treated in connection with the Genmab offer?

According to Explanation 2, each Merus stock option was cancelled under the Transaction Agreement in exchange for cash, without interest and net of applicable withholding tax and other deductions, equal to the product of (i) the amount by which the $97.00 offer price exceeds the option’s exercise price per Share and (ii) the aggregate number of Shares underlying that option.

What does this Form 4 show about the reporting person’s remaining Merus (MRUS) derivative securities?

Table II reports 0 derivative securities beneficially owned following the reported transactions, with ownership form listed as direct (D), indicating the reporting person no longer holds Merus share options in this account after the cancellations.

When were the tendered Merus (MRUS) shares accepted in the Genmab offer?

The purchaser accepted all Shares that were validly tendered and not properly withdrawn as of the “Acceptance Time” on December 12, 2025, after which the cash offer consideration will be paid as soon as practicable.