Welcome to our dedicated page for Merus SEC filings (Ticker: MRUS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Merus N.V. (MRUS) SEC filings page on Stock Titan provides access to the company’s U.S. regulatory disclosures as a Nasdaq-listed issuer. These filings document Merus’ activities as an oncology company developing Multiclonics® bispecific and trispecific antibody therapeutics, including programs such as petosemtamab and BIZENGRI®.
Key filings include Form 8-K current reports, which Merus uses to describe material events. An 8-K dated September 29, 2025 outlines the transaction agreement under which Genmab A/S, through a wholly owned subsidiary, agreed to commence a tender offer to acquire all issued and outstanding Merus common shares for cash, followed by back-end transactions intended to make Merus an indirect wholly owned subsidiary. Another 8-K dated December 12, 2025 reports the completion of the initial tender offer period, acceptance of shares representing approximately 94.2% of the issued and outstanding share capital, the resulting change of control, and the commencement of a subsequent offering period.
These and related filings also describe expected post-closing steps, including back-end reorganization transactions, planned delisting of Merus common shares from the Nasdaq Stock Market and subsequent deregistration under the Securities Exchange Act of 1934. Together, they provide a regulatory record of the acquisition process and the modification of rights of Merus security holders.
In addition to transaction-related reports, Merus files periodic reports such as Form 10-Q and Form 10-K, which include financial statements, discussion of collaboration revenue, research and development expenses, and risk factors related to its oncology pipeline and partnerships. Investors can also review disclosures on equity awards, inducement grants under Nasdaq Listing Rule 5635(c)(4), and other governance matters.
On Stock Titan, these filings are supplemented by AI-powered summaries that highlight the main points of lengthy documents, helping users quickly understand tender offer terms, changes in control, delisting plans, clinical program updates and other material information contained in Merus’ SEC submissions.
Merus N.V. has filed a Schedule 14D-9C describing materials related to a proposed acquisition of Merus by Genmab A/S through a tender offer by Genmab’s wholly owned subsidiary, Genmab Holding II B.V., under a Transaction Agreement dated September 29, 2025. The tender offer for Merus common shares has not yet commenced, and any offer to buy will be made only through a formal Schedule TO filing with the SEC.
Merus plans to file a Schedule 14D-9 recommendation statement and a proxy statement on Schedule 14A for an extraordinary general meeting where shareholders will vote on resolutions tied to the proposed transactions. The communication urges investors to read the tender offer documents, recommendation statement and proxy statement in full when available because they will contain the terms and conditions of the transactions. It also includes extensive forward-looking statement cautions highlighting risks such as failure to obtain sufficient tenders or approvals, competing offers, business disruption, and potential shareholder litigation. Exhibits include FAQs for employees and corrected FAQs for investors dated October 3, 2025.
Genmab A/S, through its wholly owned subsidiary Genmab Holding II B.V., plans a cash tender offer for all issued and outstanding common shares of Merus N.V., each with a nominal value of €0.09, under a Transaction Agreement dated September 29, 2025. The offer has not yet commenced and this communication serves only as advance notice, not an offer to purchase or a solicitation to sell.
Once the tender offer begins, Genmab and its subsidiary will file a detailed tender offer statement on Schedule TO, and Merus will respond with a Schedule 14D-9 recommendation statement and a proxy statement for an extraordinary general meeting to vote on related resolutions. The communication also outlines extensive forward-looking risk factors, including possible failure to obtain regulatory and shareholder approvals, potential termination of the agreement, integration challenges, unexpected costs, and broader market, clinical, and operational uncertainties.
Merus N.V. entered a Transaction Agreement with Genmab A/S and its subsidiary Genmab Holding II B.V. dated September 29, 2025 under which Merus will become an indirect wholly owned subsidiary of Genmab following certain back‑end reorganization transactions and a subsequent closing.
At Genmab's request, Merus will delist its common shares from the Nasdaq Stock Market and deregister the shares under the Exchange Act, ending its reporting obligations. The agreement provides that any Merus option with an exercise price per share below the offer consideration will vest at the acceptance time and be converted into a cash payment equal to the difference between the offer price and the exercise price multiplied by the underlying shares; options with exercise prices equal to or above the offer consideration will be cancelled for no consideration.
Parent intends to make the acquisition via a tender offer to be filed on Schedule TO; Merus will file a Schedule 14D-9 and a definitive proxy on Schedule 14A for an extraordinary general meeting. The filing cites Merus SEC filings including the Form 10-K for year ended December 31, 2024 (filed Feb 27, 2025) and a Form 10-Q for period ended June 30, 2025 as sources of risk factors and updated information.
Commodore Capital LP and Commodore Capital Master LP reported beneficial ownership of 3,525,000 common shares of Merus N.V. (CUSIP N5749R100), equal to 4.7% of the 75,565,138 shares outstanding used for the calculation. The filing shows shared voting power and shared dispositive power over all 3,525,000 shares and no sole voting or dispositive power. The Firm (Commodore Capital LP) is the investment manager to Commodore Capital Master LP, and Michael Kramarz and Robert Egen Atkinson are the managing partners who exercise investment discretion. The filing includes a certification that the shares were not acquired to change or influence control of Merus.
Merus N.V. (Common Stock, CUSIP N5749R100) is the subject of a Schedule 13G/A filed by Wellington entities reporting aggregate beneficial ownership of 3,726,723 shares, representing 5.01% of the class. The filing shows shared voting power of 3,358,050 shares and shared dispositive power of 3,726,723 shares, with no sole voting or dispositive power reported. The securities are owned of record by clients of Wellington's investment advisers and are described as held in the ordinary course of business; the filing certifies they were not acquired to change or influence control of the issuer.