Merus (NASDAQ: MRUS) COO options canceled in $97 per share tender deal

Rhea-AI Filing Summary

Merus N.V. reported that its Chief Operating Officer and General Counsel, Peter Silverman, canceled multiple stock option awards on December 12, 2025. These share options, with exercise prices ranging from $11.16 to $41.65 per share and expirations between 2029 and 2035, now show zero derivative securities beneficially owned after the transactions.

The cancellations are tied to a transaction in which Genmab A/S, through its wholly owned subsidiary Genmab Holding II B.V., commenced a tender offer for all issued and outstanding Merus common shares. As of the “Acceptance Time” on December 12, 2025, the purchaser accepted all validly tendered shares in exchange for cash of $97.00 per share, without interest and less applicable withholding taxes. Each canceled option is being settled for cash equal to the difference between the $97.00 offer price and its exercise price, multiplied by the number of underlying shares.

Insights

Equity compensation and M&A analyst

Tender offer cashes out Merus executive stock options at a $97 share price, replacing options with cash in the takeover.

The disclosure shows that Genmab A/S, via its subsidiary Genmab Holding II B.V., accepted all validly tendered Merus N.V. common shares at an offer price of $97.00 per share as of the December 12, 2025 Acceptance Time. In connection with this change-of-control transaction, multiple share option awards held by COO and General Counsel Peter Silverman were canceled.

Each option is being settled for cash equal to the offer consideration minus the applicable exercise price, multiplied by the number of underlying shares, consistent with typical treatment of in-the-money options in a cash tender offer. Exercise prices for these options range from $11.16 to $41.65, with expiration dates extending from 2029 to 2035, and the reported number of derivative securities beneficially owned after the transactions is zero for each grant.

The key date in this activity is the December 12, 2025 Acceptance Time, when the purchaser accepted the tendered shares at $97.00 per share and the options were canceled for cash using the disclosed formula. This aligns executive option treatment directly with the cash consideration received by ordinary shareholders in the tender offer.

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
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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^*

Silverman Peter B.

(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)
	COO & GC

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)	$24.43	12/12/2025		D			50,000	(1)(2)	02/16/2031	Common Shares	50,000	$0	0	D
Share Option (right to buy)	$41.65	12/12/2025		D			125,000	(1)(2)	01/29/2035	Common Shares	125,000	$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)	$11.16	12/12/2025		D			3,900	(1)(2)	02/20/2029	Common Shares	3,900	$0	0	D
Share Option (right to buy)	$12.37	12/12/2025		D			12,714	(1)(2)	04/16/2030	Common Shares	12,714	$0	0	D
Share Option (right to buy)	$16.07	12/12/2025		D			104,000	(1)(2)	02/02/2033	Common Shares	104,000	$0	0	D
Share Option (right to buy)	$15.87	12/12/2025		D			20,000	(1)(2)	01/01/2033	Common Shares	20,000	$0	0	D
Share Option (right to buy)	$24.61	12/12/2025		D			83,000	(1)(2)	01/31/2032	Common Shares	83,000	$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 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	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 major transaction involving Merus (MRUS) is described?

Genmab A/S, through its wholly owned subsidiary Genmab Holding II B.V., commenced a tender offer for all issued and outstanding Merus N.V. common shares and, at the Acceptance Time on December 12, 2025, accepted all shares that were validly tendered and not properly withdrawn.

What cash price per Merus (MRUS) share is being paid in the Genmab tender offer?

Holders of Merus common shares that were validly tendered and accepted are entitled to receive cash of $97.00 per share, without interest and less applicable withholding taxes.

How were Peter Silvermans Merus stock options treated in this transaction?

Peter Silvermans share options were canceled under the transaction agreement and exchanged for cash, without interest and net of applicable withholding tax and other deductions, in an amount equal to the product of (i) the amount by which the $97.00 offer consideration exceeds the options exercise price per share and (ii) the number of shares underlying the option.

What types of Merus (MRUS) derivative securities are listed in the insider report?

The report lists multiple share options (rights to buy) Merus common shares, each with a specified exercise price (for example, $24.43, $41.65, $36.09, $11.16, $12.37, $16.07, $15.87, and $24.61) and expiration dates ranging from February 20, 2029 to January 29, 2035.

Did the reporting person retain any of these Merus derivative securities after the transaction?

No. For each listed share option grant, the number of derivative securities beneficially owned following the reported transactions is shown as 0, indicating that these option positions were fully eliminated.

Who signed the Merus (MRUS) insider report and on what date?

The report was signed by Peter Silverman on December 12, 2025, in his capacity as the reporting person.