NewAmsterdam Pharma (NAMS) CEO exercises options and sells 306,293 shares

Rhea-AI Filing Summary

NewAmsterdam Pharma Co N.V. Chief Executive Officer Michael H. Davidson reported a series of insider trades. On February 24–26, 2026, he exercised options to acquire a total of 306,293 ordinary shares and then sold 306,293 ordinary shares in open-market transactions. After these trades, he directly held 174,144 ordinary shares and an additional 285,715 ordinary shares were held indirectly through the Michael H. Davidson 2026 Grantor Retained Annuity Trust.

Insights

Equity analyst

NAMS CEO exercised options and sold an equal number of shares, leaving a sizable retained stake.

NewAmsterdam Pharma’s Chief Executive Officer, Michael H. Davidson, exercised options for 306,293 ordinary shares and sold the same number of shares in open-market transactions. These trades occurred over February 24–26, 2026 and were reported as routine derivative exercises and sales.

Following the activity, he directly held 174,144 ordinary shares, while 285,715 ordinary shares were transferred to and are held by the Michael H. Davidson 2026 Grantor Retained Annuity Trust, where he is annuitant and trustee. The overall impact on the company’s fundamentals is limited; the main relevance is signaling around insider ownership levels disclosed in this filing.

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^*

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)
02/24/2026

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	02/24/2026		M		64,708	A	(1)	524,567	D
Ordinary Shares	02/24/2026		S		61,547	D	$36.13(2)	463,020	D
Ordinary Shares	02/24/2026		S		3,161	D	$36.46(3)	459,859	D
Ordinary Shares	02/25/2026		M		58,253	A	(1)	518,112	D
Ordinary Shares	02/25/2026		S		46,517	D	$35.11(4)	471,595	D
Ordinary Shares	02/25/2026		S		10,436	D	$35.96(5)	461,159	D
Ordinary Shares	02/25/2026		S		1,300	D	$36.68(6)	459,859	D
Ordinary Shares	02/26/2026		M		183,332	A	(1)	643,191	D
Ordinary Shares	02/26/2026		S		165,408	D	$33.63(7)	477,783	D
Ordinary Shares	02/26/2026		S		17,924	D	$34.44(8)	174,144(9)	D
Ordinary Shares								285,715(9)	I	By GRAT

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)	(1)	02/24/2026		M			64,708	(10)	07/06/2031	Ordinary Shares	64,708	$0.00	924,559	D
Option (right to buy)	(1)	02/25/2026		M			58,253	(10)	07/06/2031	Ordinary Shares	58,253	$0.00	866,306	D
Option (right to buy)	(1)	02/26/2026		M			183,332	(10)	07/06/2031	Ordinary Shares	183,332	$0.00	682,974	D

Explanation of Responses:

1. The exercise price of the option is EUR 1.16392.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.43 to $36.42 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.43 to $36.50 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.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.57 to $35.56 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.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.57 to $36.55 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.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.58 to $36.74 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.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.34 to $34.33 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.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.35 to $34.82 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.

9. The amount reported in Column 5 reflects the transfer of 285,715 ordinary shares from the Reporting Person to the Michael H. Davidson 2026 Grantor Retained Annuity Trust (the "GRAT") on February 26, 2026, which transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934. The Reporting Person is the sole annuitant and trustee of the GRAT.

10. The option was granted on November 22, 2022 to replace options originally granted on July 6, 2021 which was cancelled in connection with the consummation of NewAmsterdam Pharma Company N.V.'s business combination with Frazier Lifesciences Acquisition Corporation. 25% of the shares underlying the options vested on August 1, 2021, the one-year anniversary of 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	02/26/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

The CEO, Michael H. Davidson, exercised options for 306,293 ordinary shares and sold 306,293 ordinary shares in open-market transactions. These trades were reported over several days, reflecting option exercises and subsequent sales rather than new open-market purchases.

How many NewAmsterdam Pharma (NAMS) shares does the CEO hold after these transactions?

After the reported trades, the CEO directly holds 174,144 ordinary shares. In addition, 285,715 ordinary shares are held indirectly through the Michael H. Davidson 2026 Grantor Retained Annuity Trust, where he is the sole annuitant and trustee, as disclosed in the filing footnotes.

Did the NewAmsterdam Pharma (NAMS) CEO acquire or sell more shares overall in this Form 4?

Overall, the CEO’s activity is net-sell. He exercised options to acquire 306,293 ordinary shares and then sold 306,293 ordinary shares in open-market transactions, resulting in no net increase in directly held shares from the exercises themselves.

What is the role of the grantor retained annuity trust mentioned for NAMS CEO shares?

The filing states that 285,715 ordinary shares were transferred from the CEO to the Michael H. Davidson 2026 Grantor Retained Annuity Trust. He is the sole annuitant and trustee, so the shares are reported as indirectly owned through this trust structure rather than as direct personal holdings.

On what dates did NewAmsterdam Pharma (NAMS) CEO Michael H. Davidson trade shares?

The transactions occurred on February 24, 25, and 26, 2026. Across those three days, he exercised options to obtain ordinary shares and executed multiple open-market sales, all of which are itemized in the Form 4 transaction tables and related footnotes.

Were the NewAmsterdam Pharma (NAMS) CEO’s share sales reported as open-market transactions?

Yes. The Form 4 classifies the ordinary share sales under transaction code “S,” described as sales in the open market or private transactions. The filing also notes weighted average prices, with full trade details available on request to the issuer or regulators.