Merus (MRUS) details Genmab $97 cash offer and cancelled stock options

Rhea-AI Filing Summary

Merus N.V. reports how its Chief Medical Officer’s equity was treated in connection with a change-of-control transaction involving Genmab. Genmab’s wholly owned subsidiary commenced a tender offer for all issued and outstanding Merus common shares, and on December 12, 2025 accepted all shares that were validly tendered in exchange for a cash payment of $97.00 per share, without interest and less applicable withholding taxes.

On the same date, stock options with exercise prices of $41.65 and $54.45, covering 50,000 and 183,943 Merus common shares respectively, were cancelled under the transaction agreement. In place of these options, the reporting person became entitled to cash equal to the amount by which the $97.00 offer price exceeded each option’s exercise price, multiplied by the number of underlying shares, leaving zero derivative securities from these grants outstanding.

Positive

• Genmab tender offer accepted at $97.00 per Merus share, providing a cash exit for tendering shareholders and cash settlement for related stock options.

Negative

• None.

Insights

M&A and equity compensation analyst

Genmab’s cash tender offer for Merus converts insider stock options into cash based on the spread over their exercise prices.

The disclosure describes a change-of-control event where a Genmab subsidiary launched a tender offer for all issued and outstanding Merus N.V. common shares at $97.00 per share in cash. As of the acceptance time on December 12, 2025, all shares validly tendered into the offer were accepted for this fixed cash consideration, creating a clear liquidity outcome for participating shareholders.

For the Chief Medical Officer, equity incentives in the form of stock options were settled in cash rather than remaining as derivative exposure. Options with exercise prices of $41.65 and $54.45, covering 50,000 and 183,943 common shares, were cancelled under the transaction agreement. The holder instead receives cash equal to the excess of the $97.00 offer price over each option’s exercise price, multiplied by the relevant share count.

After this treatment, the table shows zero derivative securities remaining from these grants, indicating that the options have been fully cashed out. This aligns insider incentives with the cash consideration received by common shareholders and removes future dilution from these particular option awards, consistent with typical treatment in an all-cash tender offer structure.

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^*

Zohren Fabian

(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)
	Chief Medical Officer

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)	$41.65	12/12/2025		D			50,000	(1)(2)	01/29/2035	Common Shares	50,000	$0	0	D
Share Option (right to buy)	$54.45	12/12/2025		D			183,943	(1)(2)	06/30/2034	Common Shares	183,943	$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 B. Silverman, 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 transaction involving Merus (MRUS) shares is described here?

The content describes a transaction agreement under which a wholly owned subsidiary of Genmab A/S commenced a tender offer for all issued and outstanding Merus N.V. common shares. On December 12, 2025, the purchaser accepted all shares that were validly tendered in exchange for a cash payment of $97.00 per share, without interest and less applicable withholding taxes.

How were the Merus (MRUS) Chief Medical Officer’s stock options treated?

The Chief Medical Officer’s stock options were cancelled under the transaction agreement. In exchange, the holder became entitled to cash equal to the amount by which the $97.00 offer consideration exceeded the applicable exercise price per share of each option, multiplied by the aggregate number of Merus shares underlying that option.

What option grants and exercise prices are disclosed for the Merus (MRUS) officer?

The filing shows two stock option grants described as "Share Option (right to buy)" with exercise prices of $41.65 and $54.45 per share. These options related to 50,000 and 183,943 underlying Merus common shares, respectively, and had stated expiration dates of January 29, 2035 and June 30, 2034 before being cancelled.

Does the reporting person still hold these Merus (MRUS) options after the transaction?

No. After the tender offer–related cash settlement, the table reports that the number of derivative securities beneficially owned from these specific option grants is 0, indicating that they were fully cancelled and converted into a right to receive cash.

What is the role of the reporting person at Merus (MRUS)?

The reporting person is identified as an officer of Merus N.V., holding the title of Chief Medical Officer, rather than a director or 10% owner.

When is the key transaction date for the Merus (MRUS) tender offer and option cancellation?

The key date is December 12, 2025, which is reported both as the transaction date for the derivative securities and as the acceptance time when the purchaser accepted all Merus shares that were validly tendered into the $97.00-per-share cash offer.