NewAmsterdam Pharma (NAMS) CFO logs share sale and new option grants

Rhea-AI Filing Summary

NewAmsterdam Pharma’s Chief Financial Officer, Mayur Ian Somaiya, reported several equity transactions. On January 5, 2026, he sold 5,118 ordinary shares at a weighted average price of $33.25 per share, solely to cover tax withholding on vesting restricted stock units under a pre-arranged sell-to-cover agreement. After this sale, he held 32,882 ordinary shares.

On January 7, 2026, Somaiya acquired 25,500 restricted stock units (RSUs) for no consideration, each representing one ordinary share, vesting in three equal annual installments, bringing his directly held ordinary shares to 58,382. He also received an option to buy 115,000 ordinary shares at an exercise price of $35.45, expiring on January 7, 2036. Twenty-five percent of the option vests on January 2, 2027, with the rest vesting in equal monthly installments over the following three years.

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

OMB APPROVAL

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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^*

Somaiya Mayur Ian

(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 Financial 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)		5,118	D	$33.25(2)	32,882	D
Ordinary Shares	01/07/2026		A		25,500(3)	A	(4)	58,382	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		115,000		(5)	01/07/2036	Ordinary Shares	115,000	$0.00	115,000	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 by Power of Attorney from Mayur Ian Somaiya	01/07/2026
	** 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 insider transactions did NewAmsterdam Pharma (NAMS) disclose for its CFO?

The CFO, Mayur Ian Somaiya, reported three transactions: a sale of 5,118 ordinary shares on January 5, 2026, a grant of 25,500 RSUs on January 7, 2026, and an option grant for 115,000 ordinary shares on the same date.

Why did the NewAmsterdam Pharma CFO sell 5,118 shares?

The 5,118-share sale on January 5, 2026 was a pre-arranged transaction carried out solely to cover tax withholding obligations related to the vesting and settlement of RSUs, and was not a discretionary trade.

At what prices were the NewAmsterdam Pharma CFO’s shares sold?

The reported sale used a weighted average price of $33.25 per share, with individual trades executed between $32.77 and $33.58 per share, as disclosed in the footnotes.

What equity awards did the NewAmsterdam Pharma CFO receive on January 7, 2026?

On January 7, 2026, the CFO received 25,500 RSUs, each for one ordinary share, granted for no consideration, and a stock option for 115,000 ordinary shares at an exercise price of $35.45, expiring on January 7, 2036.

How do the NewAmsterdam Pharma CFO’s RSUs vest?

The 25,500 RSUs vest in three equal installments: 1/3 each year on the first, second, and third anniversaries of the vesting start date, subject to the CFO’s continued service through each vesting date.

What is the vesting schedule for the NewAmsterdam Pharma CFO’s stock options?

For the 115,000-share option, 25% vests on January 2, 2027, with the remaining shares vesting in equal monthly installments over the next three years, contingent on continued service.

How many NewAmsterdam Pharma ordinary shares and options does the CFO hold after these transactions?

Following the reported transactions, the CFO beneficially owns 58,382 ordinary shares directly and holds an option covering 115,000 ordinary shares, according to the filing.