Merus N.V. (MRUS) director options canceled for cash in Genmab deal

Rhea-AI Filing Summary

Merus N.V. disclosed that a company director’s stock options were canceled in connection with Genmab A/S’s cash tender offer for all issued and outstanding Merus common shares. Genmab’s wholly owned subsidiary accepted all shares that were validly tendered on December 12, 2025 at an offer price of $97.00 per share in cash, without interest and less applicable withholding taxes.

The filing lists multiple share option awards, each giving the right to buy Merus common shares at exercise prices between $13.06 and $48.73, with expiration dates from October 23, 2030 to May 22, 2035. Under the transaction agreement, each option was canceled in exchange for a cash payment equal to the difference between the $97.00 offer price and the option’s exercise price, multiplied by the number of underlying shares, and the table shows zero derivative securities beneficially owned for these options after the transaction.

Insights

M&A and equity compensation analyst

Genmab’s $97 cash tender offer for Merus triggers cash‑out of a director’s options.

The disclosure links an equity compensation outcome to a broader corporate event: Genmab A/S, through a wholly owned subsidiary, accepted all Merus common shares that were validly tendered at $97.00 per share in cash as of December 12, 2025. This confirms that the tender offer for all issued and outstanding Merus shares has reached the acceptance stage, with cash consideration to be paid shortly thereafter.

For the reporting director, several vested share options with exercise prices between $13.06 and $48.73, and expirations out to May 22, 2035, are no longer exercisable. Instead, each option is converted into a cash payment equal to the offer price minus the exercise price, multiplied by the number of underlying shares, as specified in the transaction agreement. The table shows zero derivative securities beneficially owned for these options after the transaction, indicating that the director’s economic exposure through these particular options has been fully monetized into cash tied to the $97.00 offer price.

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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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^*

GOWEN MAXINE

(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			12,240	(1)(2)	05/28/2031	Common Shares	12,240	$0	0	D
Share Option (right to buy)	$13.06	12/12/2025		D			7,957	(1)(2)	10/23/2030	Common Shares	7,957	$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.
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FAQ

What major transaction involving Merus N.V. (MRUS) is described in this filing?

The filing describes a transaction agreement under which Genmab A/S, through its wholly owned subsidiary, 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.

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

The offer consideration for each Merus N.V. common share is $97.00 in cash, without interest and less applicable withholding taxes, paid for shares validly tendered and accepted in the tender offer.

How were the Merus N.V. director’s stock options treated in the Genmab transaction?

The director’s share options were canceled under the transaction agreement in exchange for cash. The cash amount for each option equals the product of (i) the amount by which the $97.00 offer consideration exceeds the option’s exercise price per share and (ii) the aggregate number of Merus shares underlying that option.

Which derivative securities are reported in this Merus N.V. (MRUS) Form 4, and what happened to them?

The filing reports several share options (rights to buy Merus common shares) with exercise prices of $41.6, $48.73, $23.29, $18.56, $21.15, and $13.06, with expirations from October 23, 2030 to May 22, 2035. Each of these options was canceled in exchange for cash, and the table shows zero derivative securities beneficially owned for these options after the reported transactions.

When did the tendered Merus N.V. (MRUS) shares get accepted in the Genmab offer?

The purchaser accepted all Merus N.V. shares that were validly tendered and not properly withdrawn as of the “Acceptance Time” on December 12, 2025, with the cash offer consideration to be paid as soon as practicable following that time.

What is the relationship of the reporting person to Merus N.V. in this filing?

The reporting person is identified as a Director of Merus N.V., and the form is filed by one reporting person, reflecting changes in that director’s beneficial ownership of derivative securities due to the Genmab tender offer.