Merus N.V. (MRUS) director options cancelled in Genmab $97 cash tender

Rhea-AI Filing Summary

Merus N.V. reported that a director’s share options were cancelled in connection with a cash tender offer by Genmab A/S for all Merus common shares. The offer, made through a Genmab subsidiary, accepted all shares validly tendered as of December 12, 2025 in exchange for $97.00 per share in cash, before taxes, payable as soon as practicable after that time. The reported options covered 13,193 and 17,688 common shares with exercise prices of $41.6 and $48.73; each option was cancelled for cash equal to the offer price minus the exercise price, multiplied by the number of underlying shares.

Insights

Equity M&A Analyst

Genmab’s cash tender for Merus triggers cash-out of director options.

Genmab A/S, through its subsidiary, launched a tender offer for all issued and outstanding common shares of Merus N.V.. As of December 12, 2025, the buyer accepted all Merus shares that were validly tendered and not withdrawn, paying $97.00 per share in cash, before interest and taxes, with payment to follow as soon as practicable.

The Form 4 shows a Merus director holding options over 13,193 and 17,688 shares with exercise prices of $41.6 and $48.73 respectively. Under the transaction agreement, these options were cancelled in exchange for cash equal to the Offer Consideration minus the exercise price, multiplied by the number of underlying shares, effectively converting the equity-based awards into cash tied to the $97.00 offer price.

This mechanism aligns option holder treatment with ordinary shareholders in the tender offer, but replaces future equity participation with immediate cash value based on the agreed consideration. The acceptance of tendered shares at a fixed cash price marks a major transition for Merus as an independent public company, with remaining steps governed by the transaction agreement’s terms.

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^*

Haddock Jason

(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			17,688	(1)(2)	05/07/2034	Common Shares	17,688	$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 corporate event involving Merus N.V. (MRUS) is described?

The content describes a transaction agreement under which a wholly owned subsidiary of Genmab A/S launched a tender offer for all issued and outstanding Merus N.V. common shares. As of December 12, 2025, the buyer accepted all shares that were validly tendered and not properly withdrawn.

What cash consideration per Merus N.V. (MRUS) share is Genmab paying?

The purchaser is paying $97.00 per Merus common share in cash, without interest and less applicable withholding taxes. This amount is referred to as the Offer Consideration in the transaction agreement.

How were the Merus N.V. director’s share options treated in this transaction?

The director’s options were cancelled under the transaction agreement. Each option was exchanged for cash equal to the amount by which the $97.00 Offer Consideration exceeded the option’s exercise price, multiplied by the number of shares underlying the option.

What were the key terms of the cancelled Merus N.V. stock options?

The reported options were share options (rights to buy common shares). One covered 13,193 shares at an exercise price of $41.6 with an expiration date of May 22, 2035, and the other covered 17,688 shares at an exercise price of $48.73 with an expiration date of May 7, 2034.

When did the key tender offer milestone for Merus N.V. (MRUS) occur?

The key milestone referred to as the Acceptance Time occurred on December 12, 2025, when the purchaser accepted all Merus shares that were validly tendered and not properly withdrawn pursuant to the offer.

How and when will cash from the Genmab offer be paid to Merus N.V. shareholders?

Shareholders whose shares were accepted in the offer will receive the $97.00-per-share cash consideration as soon as practicable following the Acceptance Time, subject to applicable withholding taxes.