Commodore Capital Reports 4.7% Stake in Merus N.V. (MRUS)

Rhea-AI Filing Summary

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.

Positive

• Disclosure of exact stake: the filing specifies 3,525,000 shares representing 4.7% of outstanding common shares.
• Clear governance details: identifies the investment manager, managing partners exercising discretion, and provides the required certification regarding intent not to influence control.

Negative

• None.

Insights

Financial Analyst

TL;DR: Commodore discloses a non-controlling 4.7% stake in Merus with shared voting and dispositive power.

The filing reports a disclosed beneficial position of 3,525,000 shares representing 4.7% of Merus based on 75,565,138 shares outstanding. Because the position is below 5%, it does not trigger presumptive control implications under typical thresholds, but it is material enough to warrant investor attention as a meaningful minority stake. The report clarifies allocation of voting and dispositive authority as shared, and names the investment manager and individuals exercising discretion, which helps market transparency.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance norms; shared power and certification reduce concerns about control intent.

The Schedule 13G/A properly identifies the reporting persons, their jurisdictions, and the mechanics of beneficial ownership. Shared voting and dispositive power of the entire position is disclosed, and the filing includes the required certification that the stake was not acquired to influence control. For governance purposes, the filing signals a passive or non-control intent while providing necessary names and signatory confirmation from Michael Kramarz.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Merus N.V.

(Name of Issuer)

Common Shares, (euro) 0.09 nominal value per share

(Title of Class of Securities)

N5749R100

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. N5749R100

1

Names of Reporting Persons

Commodore Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,525,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,525,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,525,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.7 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. N5749R100

1

Names of Reporting Persons

Commodore Capital Master LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,525,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,525,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,525,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Merus N.V.
(b)	Address of issuer's principal executive offices: Uppsalalaan 17, Utrecht, NETHERLANDS, 3584 CT.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(d)	Title of class of securities: Common Shares, (euro) 0.09 nominal value per share
(e)	CUSIP No.: N5749R100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the "Firm") and Commodore Capital Master LP, a Cayman Islands exempted limited partnership ("Commodore Master"). The Firm is the investment manager to Commodore Master. As of June 30, 2025, the Firm may be deemed to beneficially own an aggregate of 3,525,000 common shares, (euro) 0.09 nominal value per share (the "Common Shares"), of Merus N.V. (the "Issuer"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 75,565,138 Common Shares reported as issued and outstanding as of June 30, 2025 in the Issuer?s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2025.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	08/14/2025

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	08/14/2025

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

How many Merus N.V. (MRUS) shares does Commodore Capital report owning?

The filers report beneficial ownership of 3,525,000 common shares.

What percentage of MRUS does the reported stake represent?

The position represents 4.7% of the 75,565,138 shares used in the filing's calculation.

Who exercises investment discretion for the reported position?

Michael Kramarz and Robert Egen Atkinson are named as managing partners who exercise investment discretion.

When is the ownership measurement date in the filing?

The filing reports ownership as of June 30, 2025.

Does the filing indicate an intent to influence control of Merus?

The filing includes a certification stating the securities were not acquired to influence control of the issuer.