NewAmsterdam Pharma (NAMS) officer gets RSUs, options and sells shares for taxes

Rhea-AI Filing Summary

NewAmsterdam Pharma Co. N.V.’s Chief Accounting Officer, Louise Frederika Kooij, reported several equity transactions. On January 5, 2026, she sold 2,647 ordinary shares at a weighted average price of $33.25 per share; the footnotes state this pre-arranged sale was made solely to cover tax withholding on vesting restricted stock units and was not a discretionary trade. On January 7, 2026, she acquired 12,000 ordinary shares for no consideration through RSUs that vest in three equal annual installments, bringing her directly held ordinary shares to 24,353. That same day she also received an option to buy 53,500 ordinary shares at an exercise price of $35.45, vesting over four years and expiring on January 7, 2036.

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).

X

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^*

Kooij Louise Frederika

(Last) (First) (Middle)

C/O NEWAMSTERDAM PHARMA COMPANY N.V.

GOOIMEER 2-35

(Street)

NAARDEN P7 1411 DC

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NewAmsterdam Pharma Co N.V. [ NAMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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
Ordinary Shares	01/05/2026		S(1)		2,647	D	$33.25(2)	12,353	D
Ordinary Shares	01/07/2026		A		12,000(3)	A	(4)	24,353	D

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
Option (right to buy)	$35.45	01/07/2026		A		53,500		(5)	01/07/2036	Ordinary Shares	53,500	$0.00	53,500	D

Explanation of Responses:

1. Represents pre-arranged sale of shares by the Reporting Person solely to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units (RSUs) pursuant to sell-to-cover agreement entered into with the Issuer. The sale does not represent a discretionary transaction by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.77 to $33.58 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold in each transaction.

3. Represents RSUs, each representing a contingent right to receive one ordinary share. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the vesting start date, subject to the Reporting Person's continued service through each such date.

4. Each RSU was granted on January 7, 2026 for no consideration.

5. 25% of the shares underlying the option will vest on Janaury 2, 2027, the one-year anniversary of the vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date.

	/s/ Louise Kooij	01/07/2026
	** 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).
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FAQ

What insider transactions did NewAmsterdam Pharma (NAMS) report in this Form 4?

The Chief Accounting Officer, Louise Frederika Kooij, reported a tax-related sale of 2,647 ordinary shares on January 5, 2026, the grant of 12,000 RSUs on January 7, 2026, and an option grant for 53,500 ordinary shares on the same date.

Was the NewAmsterdam Pharma insider share sale a discretionary transaction?

No. The filing explains that the sale of 2,647 ordinary shares on January 5, 2026 was a pre-arranged sell-to-cover trade made solely to satisfy tax withholding obligations on RSU vesting, and is not a discretionary transaction by the reporting person.

What were the terms of the RSU grant reported by NewAmsterdam Pharmas Chief Accounting Officer?

The Chief Accounting Officer received 12,000 RSUs on January 7, 2026 for no consideration. Each RSU represents a contingent right to receive one ordinary share, with one-third vesting on each of the first, second, and third anniversaries of the vesting start date, subject to continued service.

What are the key details of the stock option grant reported in the NewAmsterdam Pharma Form 4?

The filing shows an option to buy 53,500 ordinary shares at an exercise price of $35.45 per share, granted on January 7, 2026. 25% of the underlying shares vest on January 2, 2027, with the remaining shares vesting in equal monthly installments over the following three years, subject to continued service, and the option expires on January 7, 2036.

How many NewAmsterdam Pharma ordinary shares does the insider hold after these transactions?

After the reported transactions, the Chief Accounting Officer directly beneficially owns 24,353 ordinary shares, as shown in the Form 4.

At what prices were NewAmsterdam Pharma shares sold in the tax-related transaction?

The reported weighted average sale price for the 2,647 ordinary shares was $33.25 per share. The filing notes that the shares were sold in multiple trades at prices ranging from $32.77 to $33.58 per share.