Merus N.V. (MRUS) officer exits as Genmab pays $97 per share in cash

Rhea-AI Filing Summary

Merus N.V.’s VP Controller and Principal Accounting Officer reported the cash-out of all personal equity in connection with Genmab’s tender offer. On December 12, 2025, the officer tendered 11,002 common shares, which were accepted at $97.00 per share in cash, leaving no common shares beneficially owned afterward. Previously granted employee stock options covering various numbers of common shares at exercise prices between $13.23 and $41.65 were cancelled on the same date and converted into cash equal to their in-the-money value based on the $97.00 offer price.

Insights

Equity Capital Markets Analyst

Genmab’s tender offer cashes out a Merus officer’s shares and options at $97.

The disclosure shows that a wholly owned Genmab subsidiary completed a tender offer for all issued and outstanding common shares of Merus N.V.. Under a transaction agreement signed on September 29, 2025, the purchaser accepted all validly tendered shares at an offer consideration of $97.00 per share in cash, without interest and less applicable withholding taxes, as of the acceptance time on December 12, 2025.

For this reporting person, the event meant a full exit from Merus equity. They tendered 11,002 common shares at $97.00 per share, and the table shows 0 shares beneficially owned afterward. Multiple employee stock options with exercise prices ranging from $13.23 to $41.65 and covering thousands of underlying shares were cancelled and exchanged for cash equal to the excess of the $97.00 offer price over each option’s exercise price, multiplied by the number of underlying shares.

This structure is typical for a change-of-control transaction in which all participating shareholders receive the same fixed cash price, and outstanding options are settled for their intrinsic value. For holders who participate in the offer, economic exposure shifts from future share price movements to the immediate cash proceeds determined by the $97.00 per share consideration.

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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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^*

Shuman Harry

(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)
	VP Controller, PAO

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		11,002	D	$97(1)	0	D

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)	$18.61	12/12/2025		D			7,600	(2)	02/14/2030	Common Shares	7,600	$0	0	D
Share Option (right to buy)	$24.61	12/12/2025		D			16,000	(2)	01/31/2032	Common Shares	16,000	$0	0	D
Share Option (right to buy)	$13.23	12/12/2025		D			4,700	(2)	06/06/2029	Common Shares	4,700	$0	0	D
Share Option (right to buy)	$24.43	12/12/2025		D			12,400	(2)	02/16/2031	Common Shares	12,400	$0	0	D
Share Option (right to buy)	$20.15	12/12/2025		D			5,000	(2)	06/02/2031	Common Shares	5,000	$0	0	D
Share Option (right to buy)	$16.07	12/12/2025		D			14,500	(2)	02/02/2033	Common Shares	14,500	$0	0	D
Share Option (right to buy)	$41.65	12/12/2025		D			23,420	(2)	01/29/2035	Common Shares	23,420	$0	0	D
Share Option (right to buy)	$25.62	12/12/2025		D			700	(2)	02/14/2032	Common Shares	700	$0	0	D
Share Option (right to buy)	$36.09	12/12/2025		D			27,550	(2)	01/31/2034	Common Shares	27,550	$0	0	D
Share Option (right to buy)	$39.45	12/12/2025		D			500	(2)	01/17/2035	Common Shares	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, 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. 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.
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FAQ

What insider transaction did Merus N.V. (MRUS) report for its VP Controller?

The VP Controller and Principal Accounting Officer of Merus N.V. reported tendering 11,002 common shares, which were accepted for $97.00 per share in cash in connection with Genmab’s tender offer.

How many Merus N.V. shares did the officer own after the tender offer?

Following the reported transaction on December 12, 2025, the officer beneficially owned 0 common shares of Merus N.V..

What price was paid in Genmab’s tender offer for Merus N.V. (MRUS) shares?

The transaction agreement provides that each tendered Merus common share was exchanged for $97.00 in cash per share, without interest and less applicable withholding taxes.

What happened to the Merus N.V. stock options held by the reporting person?

The reporting person’s stock options, covering various numbers of Merus common shares at exercise prices from $13.23 to $41.65, were cancelled and converted into cash equal to the in-the-money value based on the $97.00 offer price.

On what date were the Merus N.V. shares accepted in the tender offer?

The purchaser accepted all validly tendered Merus common shares, including those of the reporting person, at the Acceptance Time on December 12, 2025.

Who is acquiring Merus N.V. through the tender offer described in this insider report?

The tender offer for all issued and outstanding Merus N.V. common shares was commenced by a wholly owned subsidiary of Genmab A/S, pursuant to a transaction agreement dated September 29, 2025.