[Form 4] Merus N.V. Insider Trading Activity

Rhea-AI Filing Summary

Merus N.V. director reports the cancellation of multiple stock option awards in connection with Genmab’s cash tender offer for all Merus common shares at $97.00 per share.

Under a transaction agreement with Genmab A/S and its subsidiary Genmab Holding II B.V., the purchaser accepted all validly tendered Merus shares on December 12, 2025 and will pay the cash consideration without interest, less applicable withholding taxes.

Several “share option (right to buy)” positions with exercise prices ranging from $16.09 to $48.73 and expirations between 2030 and 2035 were disposed of on December 12, 2025. Each option is being converted into cash equal to the excess of the $97.00 offer price over its exercise price, multiplied by the number of underlying common shares, leaving the director with zero of these options after the transaction.

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^*

Pucci Paolo

(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			17,262	(1)(2)	06/30/2030	Common Shares	17,262	$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 insider transaction is disclosed for Merus N.V. (MRUS)?

The filing shows a Merus N.V. director disposed of several stock option awards labeled as “share option (right to buy)” on December 12, 2025, with the options cancelled and settled in cash.

What is the relationship of the reporting person to Merus N.V. (MRUS)?

The reporting person is identified as a Director of Merus N.V., and the form is filed for one reporting person.

What are the key terms of Genmab’s tender offer for Merus N.V. shares?

Genmab’s wholly owned subsidiary Genmab Holding II B.V. commenced a tender offer for all issued and outstanding Merus common shares, with each share to receive $97.00 in cash, without interest and less applicable withholding taxes.

When did Genmab’s subsidiary accept the tendered Merus (MRUS) shares?

The purchaser accepted all Merus shares that were validly tendered and not properly withdrawn as of the “Acceptance Time” on December 12, 2025.

How were the Merus director’s stock options treated in the transaction?

Each option was cancelled under the transaction agreement in exchange for cash equal to the amount by which the $97.00 offer price exceeds the option’s exercise price, multiplied by the number of underlying common shares.

Does the Merus N.V. director retain any of the reported options after December 12, 2025?

No. For each listed “share option (right to buy),” the number of derivative securities beneficially owned following the reported transactions is shown as 0, indicating none of these options remain held after December 12, 2025.

What exercise price range and expirations applied to the cancelled Merus options?

The cancelled share options carried exercise prices from $16.09 to $48.73, with expiration dates running from May 28, 2031 through May 22, 2035, each tied to underlying Merus common shares.