NewAmsterdam Pharma (NAMS) CEO files Form 4 on shares, RSUs and options

Rhea-AI Filing Summary

NewAmsterdam Pharma Co N.V.'s Chief Executive Officer and director Michael H. Davidson reported several equity transactions dated January 7, 2026. He sold 11,582 ordinary shares in a pre-arranged sell-to-cover transaction used solely to satisfy tax withholding on vesting restricted stock units, at a weighted average price between $35.24 and $35.59 per share. After this sale, he directly owned 378,859 ordinary shares.

On the same date, he acquired 81,000 restricted stock units (RSUs), each representing one ordinary share. These RSUs were granted for no consideration and are scheduled to vest in three equal annual installments on the first, second and third anniversaries of the vesting start date, contingent on his continued service. He was also granted an option to buy 364,000 ordinary shares at an exercise price of $35.45 per share, expiring on January 7, 2036, with 25% vesting on January 2, 2027 and the remainder vesting monthly over the following three years, subject to continued service.

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^*

Davidson Michael H.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		S(1)		11,582	D	(2)	378,859	D
Ordinary Shares	01/07/2026		A		81,000(3)	A	(4)	459,859	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		364,000		(5)	01/07/2036	Ordinary Shares	364,000	$0.00	364,000	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 $35.24 to $35.59 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/ Michael H. Davidson	01/09/2026
	** 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) report for its CEO?

Michael H. Davidson, Chief Executive Officer and director of NewAmsterdam Pharma Co N.V., reported a sale of 11,582 ordinary shares to cover tax withholding, an award of 81,000 restricted stock units (RSUs), and a grant of an option for 364,000 ordinary shares on January 7, 2026.

Why did the NewAmsterdam Pharma CEO sell 11,582 shares on January 7, 2026?

The 11,582-share sale was a pre-arranged transaction used solely to cover tax withholding obligations related to the vesting and settlement of RSUs under a sell-to-cover agreement with the company. The footnote states that this sale did not represent a discretionary transaction by the CEO.

How many RSUs did the NewAmsterdam Pharma CEO receive and how do they vest?

The CEO received 81,000 RSUs, each representing the right to receive one ordinary share. According to the disclosure, one-third of the RSUs will vest on each of the first, second and third anniversaries of the vesting start date, provided he continues to serve through each vesting date.

What are the terms of the 364,000-share stock option granted to the NewAmsterdam Pharma CEO?

The CEO was granted an option to buy 364,000 ordinary shares at an exercise price of $35.45 per share. The option expires on January 7, 2036. 25% of the underlying shares will vest on January 2, 2027, with the remaining shares vesting in equal monthly installments over the following three years, subject to his continued service.

What was the CEOs NewAmsterdam Pharma shareholding after these Form 4 transactions?

Following the reported January 7, 2026 transactions, Michael H. Davidson directly beneficially owned 459,859 ordinary shares, which reflects the sale of 11,582 shares to cover taxes and the award of 81,000 RSUs, as disclosed in the non-derivative table.

At what prices were the NewAmsterdam Pharma shares sold in the CEOs sell-to-cover transaction?

The filing states that the 11,582 ordinary shares were sold at a weighted average price, with individual trades executed at prices ranging from $35.24 to $35.59 per share. Full trade details are available from the CEO upon request through the company or regulators.