Merus N.V. (MRUS) director options cancelled for cash after $97 tender

Rhea-AI Filing Summary

A director of Merus N.V. reported the cancellation of multiple share options in connection with a cash tender offer by Genmab. Under a transaction agreement signed on September 29, 2025, Genmab’s wholly owned subsidiary launched an offer for all issued and outstanding Merus common shares and, on December 12, 2025, accepted all shares that were validly tendered at $97.00 per share in cash.

The reporting person held several options to buy Merus common shares with exercise prices between $10.04 and $48.73. Each option was cancelled on December 12, 2025 in exchange for cash equal to the difference between the $97.00 offer price and the option’s exercise price, multiplied by the number of underlying shares. Following these transactions, the reporting person listed no remaining derivative securities related to Merus common shares.

Positive

• Genmab tender offer accepted at $97.00 per Merus common share, setting a clear cash value for tendered shares and related option payouts.

Negative

• None.

Insights

M&A and equity compensation analyst

Genmab’s cash tender offer leads to cancellation and cash-out of a Merus director’s share options.

Merus N.V. entered into a transaction agreement with Genmab A/S on September 29, 2025, under which Genmab’s wholly owned subsidiary commenced a tender offer for all issued and outstanding Merus common shares. On December 12, 2025, the purchaser accepted all shares that were validly tendered and not properly withdrawn at an offer consideration of $97.00 per share in cash, subject to applicable withholding taxes.

The reporting director held several share options with exercise prices ranging from $10.04 to $48.73, covering blocks such as 17,000 and 13,193 Merus common shares. Each option was cancelled on December 12, 2025 and converted into a cash payment equal to the amount by which the $97.00 offer consideration exceeded the option’s exercise price, multiplied by the aggregate number of underlying shares. After these cancellations, the filing shows zero derivative securities beneficially owned.

This structure monetizes the director’s equity incentives directly off the tender offer price, aligning the option payout mechanics with the cash consideration available to participating common shareholders at the acceptance time. Subsequent company disclosures may provide additional detail on the overall transaction structure and any remaining steps following 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
Estimated average burden
hours per response:			0.5

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^*

Mehra Anand

(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			8,631	(1)(2)	06/30/2030	Common Shares	8,631	$0	0	D
Share Option (right to buy)	$10.04	12/12/2025		D			17,000	(1)(2)	05/18/2026	Common Shares	17,000	$0	0	D
Share Option (right to buy)	$19.12	12/12/2025		D			5,650	(1)(2)	05/24/2027	Common Shares	5,650	$0	0	D
Share Option (right to buy)	$23.3	12/12/2025		D			4,983	(1)(2)	07/20/2028	Common Shares	4,983	$0	0	D
Share Option (right to buy)	$13.35	12/12/2025		D			8,500	(1)(2)	06/12/2029	Common Shares	8,500	$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 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 did Merus N.V. (MRUS) report on December 12, 2025?

A director of Merus N.V. reported that multiple share options were cancelled on December 12, 2025 in connection with a cash tender offer and were settled in cash instead of remaining outstanding.

What price is Genmab paying per Merus N.V. (MRUS) share in the tender offer?

Under the transaction agreement, Genmab’s subsidiary agreed to pay $97.00 per Merus common share in cash, without interest and less applicable withholding taxes, for shares validly tendered and accepted.

How were the Merus director’s share options treated in the Genmab tender offer?

Each reported option was cancelled in exchange for cash equal to the product of (i) the amount by which the $97.00 offer consideration exceeded the option’s exercise price per share and (ii) the aggregate number of Merus shares underlying that option.

What was the range of exercise prices for the cancelled Merus N.V. share options?

The director’s cancelled share options had exercise prices ranging from $10.04 to $48.73 per Merus common share, as shown in the derivative securities table.

Does the reporting person still hold Merus N.V. derivative securities after these transactions?

No. After the cancellations on December 12, 2025, the filing shows zero derivative securities beneficially owned by the reporting person related to Merus common shares.

When was the transaction agreement between Merus N.V. and Genmab signed?

The transaction agreement between Merus N.V. and Genmab A/S, together with Genmab’s wholly owned subsidiary, was signed on September 29, 2025.