NewAmsterdam Pharma (NAMS) CFO logs RSU grant, option award and tax sale

Rhea-AI Filing Summary

NewAmsterdam Pharma Co. N.V.’s Chief Financial Officer, Mayur Ian Somaiya, reported several equity transactions in early January 2026. On January 5, 2026, he sold 5,118 ordinary shares at a weighted average price of $33.25 per share to satisfy tax withholding obligations tied to vesting restricted stock units. The filing notes this was a pre-arranged, non-discretionary sell-to-cover transaction.

On January 7, 2026, he acquired 25,500 restricted stock units (RSUs) for no consideration, each representing one ordinary share, with one-third vesting on each of the first three anniversaries of the vesting start date, subject to continued service. He also received an option to buy 115,000 ordinary shares at an exercise price of $35.45 per share, vesting 25% on January 2, 2027 and the remainder in equal monthly installments over the following three years, also contingent on continued service. Following these transactions, he directly beneficially owned 58,382 ordinary shares and 115,000 options.

Insider Trade Summary

Net Seller: 5,118 shares ($170,174)

Net Sell 3 txns

Insider Somaiya Mayur Ian

Role Chief Financial Officer

Sold 5,118 shs ($170K)

Type	Security	Shares	Price	Value
Grant/Award	Option (right to buy)	115,000	$0.00	--
Grant/Award	Ordinary Shares	25,500	$0.00	--
Sale	Ordinary Shares	5,118	$33.25	$170K

Holdings After Transaction: Option (right to buy) — 115,000 shares (Direct); Ordinary Shares — 58,382 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did NewAmsterdam Pharma (NAMS) CFO Mayur Ian Somaiya report?

The CFO 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 a grant of options for 115,000 ordinary shares on the same date.

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

The filing states that the 5,118-share sale on January 5, 2026 was a pre-arranged transaction made solely to cover tax withholding obligations related to the vesting and settlement of RSUs under a sell-to-cover agreement, and it was not a discretionary sale.

At what price were the NewAmsterdam Pharma (NAMS) CFO’s shares sold?

The sale of 5,118 ordinary shares was executed at a weighted average price of $33.25 per share, with individual trades occurring between $32.77 and $33.58 per share.

What are the terms of the 25,500 RSUs granted to the NewAmsterdam Pharma (NAMS) CFO?

The CFO received 25,500 RSUs on January 7, 2026 for no consideration. Each RSU represents a contingent right to receive one ordinary share, with one-third of the RSUs vesting on each of the first, second and third anniversaries of the vesting start date, subject to his continued service.

What are the key details of the 115,000 stock options granted to the NewAmsterdam Pharma (NAMS) CFO?

The CFO was granted an option for 115,000 ordinary shares with an exercise price of $35.45 per share. Twenty-five percent of the underlying shares will vest on January 2, 2027, with the remaining shares vesting in equal monthly installments over the next three years, conditioned on continued service, and the option expires on January 7, 2036.

How many NewAmsterdam Pharma (NAMS) shares does the CFO own after these transactions?

After the reported transactions, the CFO directly beneficially owned 58,382 ordinary shares and held options covering an additional 115,000 ordinary shares.