Merus (NASDAQ: MRUS) CEO tenders family trusts, options in $97 Genmab offer

Rhea-AI Filing Summary

Merus N.V. reported that its president and CEO tendered his indirectly held common shares and had his stock options cancelled in connection with a cash tender offer by a subsidiary of Genmab A/S. Under a transaction agreement dated September 29, 2025, Genmab Holding II B.V. launched an offer for all issued and outstanding Merus common shares, and on December 12, 2025 it accepted all shares validly tendered at $97.00 per share in cash, without interest and less applicable withholding taxes. Family trusts for which the reporting person and his immediate family are the sole beneficiaries tendered all of their Merus common shares, leaving zero indirect beneficial ownership. On the same date, several option awards with exercise prices between $13.52 and $41.65 per share were cancelled in exchange for cash equal to their in‑the‑money value based on the $97.00 offer price.

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

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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^*

Lundberg Sven Ante

(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
X	Officer (give title below)		Other (specify below)
	President, CEO & PEO

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
Common Shares	12/12/2025		U		30,297	D	$97(1)	0	I	Ante S Lundberg Qualified Annuity Interest Trust XI(2)
Common Shares	12/12/2025		U		16,372	D	$97(1)	0	I	Ante S Lundberg Qualified Annuity Int Trust X(2)
Common Shares	12/12/2025		U		9,191	D	$97(1)	0	I	Katrina Lundberg 2018 Irrevocable Trust(2)
Common Shares	12/12/2025		U		9,191	D	$97(1)	0	I	Madeleine Lundberg 2018 Irrevocable Trust(2)
Common Shares	12/12/2025		U		9,192	D	$97(1)	0	I	Kristian Ante Lundberg 2018 Irrevocable Trust(2)
Common Shares	12/12/2025		U		9,192	D	$97(1)	0	I	Emily Lundberg 2018 Irrevocable Trust(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
Share Option (right to buy)	$13.52	12/12/2025		D			312,620	(3)	01/03/2030	Common Shares	312,620	$0	0	D
Share Option (right to buy)	$24.43	12/12/2025		D			351,628	(3)	02/16/2031	Common Shares	351,628	$0	0	D
Share Option (right to buy)	$41.65	12/12/2025		D			300,000	(3)	01/29/2035	Common Shares	300,000	$0	0	D
Share Option (right to buy)	$36.09	12/12/2025		D			360,000	(3)	01/31/2034	Common Shares	360,000	$0	0	D
Share Option (right to buy)	$16.07	12/12/2025		D			380,000	(3)	02/02/2033	Common Shares	380,000	$0	0	D
Share Option (right to buy)	$24.61	12/12/2025		D			295,000	(3)	01/31/2032	Common Shares	295,000	$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, including the Shares tendered by the reporting person, 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. The indirect holdings represent shares for which the Reporting Person and members of his immediate family are the sole beneficiaries.

3. 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.
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FAQ

What insider transaction did Merus N.V. (MRUS) disclose for December 12, 2025?

The president and CEO of Merus N.V., who is also a director, reported that all indirectly held common shares were tendered on December 12, 2025 into a cash tender offer and that related stock options were cancelled for cash.

What are the key terms of the Genmab tender offer for Merus (MRUS) shares?

On September 29, 2025, Merus entered a transaction agreement with Genmab A/S and its wholly owned subsidiary, Genmab Holding II B.V., under which the subsidiary commenced a tender offer for all issued and outstanding Merus common shares at an offer consideration of $97.00 per share in cash, without interest and less applicable withholding taxes.

When were Merus (MRUS) shares accepted in the Genmab tender offer and at what price?

On December 12, 2025, referred to as the Acceptance Time, the Genmab subsidiary accepted all Merus shares that were validly tendered and not properly withdrawn at a cash price of $97.00 per share, with payment to be made as soon as practicable following that time.

How were the CEO’s indirect holdings in Merus (MRUS) structured and what happened to them?

The indirect holdings consisted of common shares held by several trusts, including the Ante S Lundberg Qualified Annuity Interest Trust XI and multiple 2018 irrevocable trusts for immediate family members. These trusts tendered all their Merus common shares in the offer, resulting in zero indirect beneficial ownership after the transactions.

What happened to Merus (MRUS) stock options in connection with the Genmab transaction?

Several share options (rights to buy Merus common shares) with exercise prices such as $13.52, $24.43, $24.61, $36.09, $41.65 and $16.07 per share were reported as disposed of on December 12, 2025. Each option was cancelled under the transaction agreement in exchange for cash equal to the amount by which the $97.00 offer consideration exceeded the exercise price, multiplied by the number of shares underlying the option.

Who benefits from the indirect Merus (MRUS) holdings mentioned in the Form 4?

The filing explains that the indirect holdings represent shares for which the reporting person and members of his immediate family are the sole beneficiaries, including interests held through the various named trusts.