NewAmsterdam director sells 1,600 shares at $25.32

A NewAmsterdam Pharma director sold 1,600 shares mainly to cover taxes from a prior RSU vesting and continues to hold 8,760 shares, most as unvested awards.

Rhea-AI Filing Summary

NewAmsterdam Pharma Co N.V. (NAMS) director John W. Smither reported selling 1,600 ordinary shares on September 4, 2026, in an open-market or private transaction at a weighted average price of $25.32 per share. The sale was made to generate proceeds to satisfy his tax obligations related to a prior vesting of restricted stock units and was not reported as made under a Rule 10b5-1 plan. Following this transaction, he reports holding 8,760 ordinary shares, including 8,040 shares subject to restricted stock unit awards that remain subject to vesting.

Insider Trade Summary

Net Seller: 1,600 shares

Net Sell 1 txn

Insider Smither John W

Role Director

Sold 1,600 shs ($41K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1, F2, F3	1,600	$25.32	$41K

Holdings After Transaction: Ordinary Shares — 8,760 shares (Direct)

Footnotes (3)

1. F1. Reported transaction reflects a sale of ordinary shares to generate proceeds to satisfy the Reporting Person's tax obligations in connection with the prior vesting of restricted stock units.
2. F2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.24 to $25.37 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. F3. Includes 8,040 ordinary shares subject to restricted stock unit awards that remain subject to vesting.

Key Figures

Shares sold: 1,600 shares Weighted average sale price: $25.32 per share Sale price range: $25.24–$25.37 per share +2 more

5 metrics

Shares sold 1,600 shares Ordinary shares sold on September 4, 2026 by director John W. Smither

Weighted average sale price $25.32 per share Average price for the 1,600 ordinary shares sold on September 4, 2026

Sale price range $25.24–$25.37 per share Price range of multiple sale transactions underlying the weighted average

Shares held after transaction 8,760 shares Total ordinary shares reported as directly held after the sale

Unvested RSU-related shares 8,040 shares Ordinary shares subject to restricted stock unit awards that remain subject to vesting

Key Terms

restricted stock unit awards, weighted average price, vesting, tax obligations

4 terms

restricted stock unit awards financial

"Includes 8,040 ordinary shares subject to restricted stock unit awards that remain"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

vesting financial

"shares subject to restricted stock unit awards that remain subject to vesting."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax obligations financial

"sale of ordinary shares to generate proceeds to satisfy the Reporting Person's tax obligations"

FAQ

What insider transaction did NAMS director John W. Smither report?

He reported a sale of 1,600 ordinary shares of NewAmsterdam Pharma on September 4, 2026, classified as a sale in an open market or private transaction at a weighted average price of $25.32 per share.

Why did the NAMS director sell 1,600 shares?

The filing states the sale was made to generate proceeds to satisfy the reporting person’s tax obligations arising from the prior vesting of restricted stock units, indicating a tax-related transaction rather than a discretionary portfolio change.

What price range were the NAMS shares sold at in this Form 4?

The weighted average sale price reported is $25.32 per share. A footnote explains that the individual trades ranged from $25.24 to $25.37 per share, executed across multiple transactions on September 4, 2026.

How many NAMS shares does the director hold after this transaction?

After the sale, John W. Smither reports holding 8,760 ordinary shares of NewAmsterdam Pharma directly. This total includes 8,040 ordinary shares subject to restricted stock unit awards that remain subject to vesting conditions.

Were the NAMS insider’s sales under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported for this transaction, and the explanatory footnotes describe the sale as being for tax obligations related to earlier RSU vesting.

What portion of the NAMS director’s holdings are unvested awards?

Out of 8,760 ordinary shares reported after the transaction, 8,040 shares are tied to restricted stock unit awards that remain subject to vesting, meaning most of the reported holdings are still unvested equity awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 04:30 PM Accepted by SEC EDGAR 09/09/2026 - 04:30 PM Learn about SEC filing dates

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).

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^*

Smither John W

(Last) (First) (Middle)

C/O NEWAMSTERDAM PHARMA COMPANY N.V.

GOOIMEER 2-35

(Street)

NAARDEN 1411 DC

(City) (State) (Zip)

NETHERLANDS

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/04/2026		S(1)		1,600	D	$25.32(2)	8,760(3)	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

Explanation of Responses:

1. Reported transaction reflects a sale of ordinary shares to generate proceeds to satisfy the Reporting Person's tax obligations in connection with the prior vesting of restricted stock units.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.24 to $25.37 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. Includes 8,040 ordinary shares subject to restricted stock unit awards that remain subject to vesting.

	/s/ Michael Marino as Attorney-in-Fact for John W. Smither	09/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)