NewAmsterdam Pharma details ex-COO separation terms

Rhea-AI Filing Summary

NewAmsterdam Pharma Company N.V. filed an amendment detailing the final terms of separation and advisory agreements with former Chief Operating Officer Douglas Kling, who resigned effective August 14, 2026 to become chief executive officer of another clinical-stage biotech company. Under a letter separation agreement with a subsidiary, Kling’s unvested stock options and restricted stock units as of the separation date are canceled, except for portions that vest solely based on continued service through May 14, 2027, which may continue to vest while he serves as an advisor. The agreement also includes confidentiality, non-disparagement, non-solicitation covenants, and a release of claims. A separate advisor agreement with another subsidiary provides that Kling will deliver transition and advisory services related to the PREVAIL clinical trial of obicetrapib and other programs for a $50,000 monthly service fee plus reimbursable expenses, through May 14, 2027 unless terminated earlier.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Separation Date: August 14, 2026 Advisor monthly fee: $50,000 per month Advisor Agreement end date: May 14, 2027

3 metrics

Separation Date August 14, 2026 Effective date of Douglas Kling’s resignation as Chief Operating Officer

Advisor monthly fee $50,000 per month Service fee to Douglas Kling under the Advisor Agreement

Advisor Agreement end date May 14, 2027 Scheduled termination date of the Advisor Agreement unless ended earlier

Key Terms

Separation Agreement, Advisor Agreement, restricted stock unit, non-solicitation, +1 more

5 terms

Separation Agreement regulatory

"On the Separation Date, Mr. Kling entered into a letter agreement (the “Separation Agreement”)"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

Advisor Agreement regulatory

"Mr. Kling entered into an Advisor Agreement (the “Advisor Agreement”) with NewAmsterdam Pharma B.V."

restricted stock unit financial

"Mr. Kling’s outstanding stock option and restricted stock unit (“RSU”) awards that were not vested"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

non-solicitation regulatory

"The Separation Agreement contains restrictive covenants, including confidentiality, non-disparagement, and non-solicitation covenants"

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

PREVAIL clinical trial medical

"services related to the Company’s PREVAIL clinical trial of obicetrapib and other clinical programs"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does NewAmsterdam Pharma (NAMS) disclose in this 8-K/A amendment?

The amendment provides the detailed terms of separation and advisor agreements with former COO Douglas Kling, including treatment of equity awards and advisory compensation through May 14, 2027.

When did Douglas Kling resign as COO of NewAmsterdam Pharma (NAMS)?

Douglas Kling resigned as Chief Operating Officer effective August 14, 2026. On that same date, he entered into a Separation Agreement and an Advisor Agreement with NewAmsterdam Pharma subsidiaries.

How are Douglas Kling’s stock options and RSUs treated after leaving NewAmsterdam Pharma (NAMS)?

Unvested stock options and RSUs as of August 14, 2026 are generally canceled and forfeited, except portions eligible to vest solely through continued service until May 14, 2027 while he provides advisory services.

What compensation will Douglas Kling receive as an advisor to NewAmsterdam Pharma (NAMS)?

Under the Advisor Agreement, Kling will receive a $50,000 per month service fee plus reimbursable expenses. In return, he provides transition and advisory services related to the PREVAIL clinical trial and other programs.

How long does the Advisor Agreement with NewAmsterdam Pharma (NAMS) remain in effect?

The Advisor Agreement runs until May 14, 2027, unless it is terminated earlier under its terms. Kling’s continued service under this agreement supports vesting of certain equity awards through that date.

What restrictive covenants apply to Douglas Kling in his separation from NewAmsterdam Pharma (NAMS)?

The Separation Agreement includes confidentiality, non-disparagement, and non-solicitation covenants, along with a release of claims by Douglas Kling in connection with his departure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/14/2026 - 04:10 PM EDT Learn about SEC filing dates

0001936258true00-000000000019362582026-07-162026-07-160001936258us-gaap:WarrantMember2026-07-162026-07-160001936258us-gaap:CommonStockMember2026-07-162026-07-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2026

NewAmsterdam Pharma Company N.V.

(Exact name of Registrant as Specified in Its Charter)

The Netherlands			001-41562	N/A
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Goomieer 2-35
Naarden
The Netherlands				1411 DC
(Address of Principal Executive Offices)				(Zip Code)
			+31 (0) 35 206 2971
(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, nominal value €0.12 per share		NAMS		The Nasdaq Stock Market LLC
Warrants to purchase ordinary shares		NAMSW		The Nasdaq Stock Market LLC

☐	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by NewAmsterdam Pharma Company N.V. (the “Company”) with the Securities and Exchange Commission on July 22, 2026 (the “Original Form 8-K”). In the Original Form 8-K, the Company disclosed its expectation that the Company would enter into a separation agreement and an advisor agreement with Douglas Kling in connection with his resignation as the Company’s Chief Operating Officer to be appointed as the chief executive officer of another clinical-stage biotech company. This Amendment amends the Original Form 8-K solely to provide the terms of such separation and advisor agreements.

As previously disclosed on July 22, 2026, Douglas Kling resigned as the Company’s Chief Operating Officer, effective August 14, 2026 (the “Separation Date”), to be appointed as the chief executive officer of another clinical-stage biotech company.

On the Separation Date, Mr. Kling entered into a letter agreement (the “Separation Agreement”) with the Company’s wholly owned subsidiary, NewAmsterdam Pharma Corporation (“NAP Corporation”). Pursuant to the Separation Agreement, Mr. Kling and NAP Corporation agreed that Mr. Kling would enter into the Advisor Agreement (as defined below) and agreed that Mr. Kling’s outstanding stock option and restricted stock unit (“RSU”) awards that were not vested as of the Separation Date would be canceled and forfeited as of the Separation Date, other than the portion of such stock options and RSUs that are eligible to vest based solely on continued service through May 14, 2027, which shall continue to vest in accordance with the terms of the applicable grant document through May 14, 2027 so long as Mr. Kling is providing services under the Advisor Agreement during that time. The Separation Agreement contains restrictive covenants, including confidentiality, non-disparagement, and non-solicitation covenants, and a release of claims.

Also on the Separation Date, Mr. Kling entered into an Advisor Agreement (the “Advisor Agreement”) with NewAmsterdam Pharma B.V., a wholly owned subsidiary of the Company, pursuant to which Mr. Kling will provide transition and advisory services related to the Company’s PREVAIL clinical trial of obicetrapib and other clinical programs in exchange for a service fee of $50,000 per month plus reimbursable expenses incurred. The Advisor Agreement will terminate on May 14, 2027 unless earlier terminated pursuant to the terms of the agreement.

The foregoing descriptions of the Separation Agreement and the Advisor Agreement are summaries only and are qualified by reference in their entirety to the Separation Agreement and the Advisor Agreement, respectively, a copy of each of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NewAmsterdam Pharma Company N.V.
Date:	August 14, 2026	By:	/s/ Mike Marino
		Name:	Mike Marino
		Title:	Chief Legal Officer

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 55.1 KB