Bain Life Sciences trims NewAmsterdam (NAMS) holding to about 3.3%

Rhea-AI Filing Summary

NewAmsterdam Pharma Company N.V. reported that Bain Capital Life Sciences–affiliated funds significantly reduced their position and now hold under 5% of the company’s ordinary shares. After recent sales, the group may be deemed to beneficially own about 2.2 million ordinary shares plus warrants and pre-funded warrants representing roughly 3.3% of the outstanding shares.

On multiple dates in May 2026, BCLS Fund III and BCLS II Investco sold sizeable blocks of NewAmsterdam ordinary shares, including a May 12, 2026 transaction under Rule 144 totaling 2,900,000 shares for aggregate consideration of about $107.9 million at a weighted average price of $37.22 per share. Following these sales, the reporting persons ceased to beneficially own 5% or more of NewAmsterdam’s outstanding ordinary shares.

Insights

Institutional ownership analyst

Bain Life Sciences trims NewAmsterdam stake below 5% with large secondary sales.

The filing shows Bain Capital Life Sciences entities selling a substantial number of NewAmsterdam Pharma ordinary shares in early May 2026. Their collective beneficial ownership falls to about 3.3% of outstanding shares, down from a prior level above the 5% reporting threshold.

On May 12, 2026, BCLS Fund III and BCLS II Investco sold 2,900,000 shares at a weighted average price of $37.22 per share under Rule 144, for aggregate consideration of about $107.9 million. Earlier May sales at prices near $38.71 and $39.98 per share add to the reduction.

The change lowers the influence of this institutional holder in NewAmsterdam’s shareholder base and signals portfolio rebalancing or exit activity. Future ownership reports from these funds and the company’s subsequent periodic filings may further clarify longer-term sponsorship and float dynamics.

Key Figures

BCLS Fund III shares: 2,059,896 ordinary shares BCLS Opportunities III pre-funded warrant: 1,257,141 ordinary shares Aggregate Bain-related beneficial ownership: 3.3% of outstanding ordinary shares +5 more

8 metrics

BCLS Fund III shares 2,059,896 ordinary shares Directly held, representing approximately 1.8% of outstanding ordinary shares

BCLS Opportunities III pre-funded warrant 1,257,141 ordinary shares Pre-Funded Warrant to acquire up to this number, about 1.1% of class

Aggregate Bain-related beneficial ownership 3.3% of outstanding ordinary shares 2,173,913 shares plus 99,999 warrant and 1,632,653 pre-funded warrant shares

Shares outstanding 116,903,979 ordinary shares Issued and outstanding as of April 29, 2026, per Form 10-Q

May 12, 2026 sale volume 2,900,000 ordinary shares 2,747,924 by BCLS Fund III and 152,076 by BCLS II Investco

May 12, 2026 sale price $37.22 per share Weighted average price for Rule 144 sale on May 12, 2026

May 12, 2026 sale proceeds $107.9 million Aggregate consideration for 2,900,000 shares sold under Rule 144

Pre-Funded and standard warrants held 1,732,652 ordinary shares issuable Ordinary shares issuable from Pre-Funded Warrants and Warrants held by reporting persons

Key Terms

Pre-Funded Warrant, Warrant, Rule 144, beneficially own, +2 more

6 terms

Pre-Funded Warrant financial

"directly holds a Pre-Funded Warrant to acquire up to 1,257,141 Ordinary Shares"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Warrant financial

"directly holds a Warrant to acquire up to 89,142 Ordinary Shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Rule 144 regulatory

"sold 2,747,924 and 152,076 Ordinary Shares, respectively, at a weighted average price of $37.22 per share pursuant tot Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

beneficially own financial

"the Reporting Persons may be deemed to collectively beneficially own an aggregate of 2,173,913 Ordinary Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

outstanding Ordinary Shares financial

"representing approximately 1.8% of the outstanding Ordinary Shares"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

NewAmsterdam Pharma Company N.V.

(Name of Issuer)

Ordinary Shares, nominal value Euro 0.12 per share

(Title of Class of Securities)

N62509109

(CUSIP Number)

Bain Capital Life Sciences
200 Clarendon Street,
Boston, MA, 02116
617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): N62509109

1

Name of reporting person

BCLS Fund III Investments, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,059,896.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,059,896.00

11

Aggregate amount beneficially owned by each reporting person

2,059,896.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.76 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): N62509109

1

Name of reporting person

Bain Capital Life Sciences Opportunities III, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,257,141.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,257,141.00

11

Aggregate amount beneficially owned by each reporting person

1,257,141.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.06 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): N62509109

1

Name of reporting person

Bain Capital Life Sciences Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 89,142.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 89,142.00

11

Aggregate amount beneficially owned by each reporting person

89,142.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.08 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): N62509109

1

Name of reporting person

BCLS II Investco, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 114,017.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 114,017.00

11

Aggregate amount beneficially owned by each reporting person

114,017.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.10 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): N62509109

1

Name of reporting person

BCLS II Equity Opportunities, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 375,512.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 375,512.00

11

Aggregate amount beneficially owned by each reporting person

375,512.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.32 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): N62509109

1

Name of reporting person

BCIP Life Sciences Associates, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,857.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,857.00

11

Aggregate amount beneficially owned by each reporting person

10,857.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, nominal value Euro 0.12 per share
(b)	Name of Issuer: NewAmsterdam Pharma Company N.V.
(c)	Address of Issuer's Principal Executive Offices: Gooimeer 2-35, Naarden, NETHERLANDS , 1411 DC.
Item 1 Comment: This Amendment No. 6 to Schedule 13D relates to the ordinary shares, nominal value Euro 0.12 per share (the "Ordinary Shares"), of NewAmsterdam Pharma Company N.V., a public limited liability company incorporated in the Netherlands (the "Issuer"), and amends the initial statement on Schedule 13D filed by the Reporting Persons on December 2, 2022, as amended by Amendment No. 1 filed on June 13, 2023, Amendment No. 2 filed on March 1, 2024, Amendment No. 3 filed on December 17, 2024, Amendment No. 4 filed on November 7, 2025 and Amendment No. 5 filed on December 4, 2025 (the "Initial Statement" and, as further amended by this Amendment No. 6, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Initial Statement is hereby amended and restated as follows: The information set forth in Items 2, 3 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date hereof, after giving effect to the transactions described in Item 5(c) below, (i) BCLS Fund III directly holds 2,059,896 Ordinary Shares, representing approximately 1.8% of the outstanding Ordinary Shares; (ii) BCLS Fund III Opportunities directly holds a Pre-Funded Warrant to acquire up to 1,257,141 Ordinary Shares, representing approximately 1.1% of the outstanding Ordinary Shares; (iii) BCLS Fund II directly holds a Warrant to acquire up to 89,142 Ordinary Shares, representing approximately 0.1% of the outstanding Ordinary Shares; (iv) BCLS II Investco directly holds 114,017 Ordinary Shares, representing approximately 0.1% of the outstanding Ordinary Shares; (v) BCLS Fund II Opportunities directly holds a Pre-Funded Warrant to acquire up to 375,512 Ordinary Shares, representing approximately 0.3% of the outstanding Ordinary Shares; and (vi) BCIPLS directly holds a Warrant to acquire up to 10,857 Ordinary Shares, representing approximately 0.01% of the outstanding Ordinary Shares. As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 2,173,913 Ordinary Shares, Warrants to acquire up to 99,999 Ordinary Shares and Pre-Funded Warrants to acquire up to 1,632,653 Ordinary Shares, collectively representing approximately 3.3% of the outstanding Ordinary Shares. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 116,903,979 Ordinary Shares issued and outstanding as of April 29, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 7, 2026, and (ii) 1,732,652 Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants and Warrants held by the Reporting Persons.
(b)	See Item 5(a) hereof.
(c)	On May 8, 2026, BCLS Fund III and BCLS II Investco sold 284,268 and 15,732 Ordinary Shares, respectively, at a weighted average price of $38.71 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), for aggregate consideration of $11.6 million. On May 11, 2026, BCLS Fund III and BCLS II Investco sold 284,268 and 15,732 Ordinary Shares, respectively, at a weighted average price of $39.98 per share pursuant to Rule 144 under the Securities Act for aggregate consideration of $11.9 million. On May 12, 2026, BCLS Fund III and BCLS II Investco sold 2,747,924 and 152,076 Ordinary Shares, respectively, at a weighted average price of $37.22 per share pursuant tot Rule 144 under the Securities Act for aggregate consideration of $107.9 million.
(d)	Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Ordinary Shares beneficially owned by the Reporting Persons as described in this Item 5.
(e)	Following the sale of Ordinary Shares on May 12, 2026 described in Item 5(c) above, the Reporting Persons ceased to beneficially own 5% or more of the Issuer's outstanding Ordinary Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BCLS Fund III Investments, LP

Signature:	/s/ Adam Koppel
Name/Title:	Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC
Date:	05/14/2026

Bain Capital Life Sciences Opportunities III, LP

Signature:	/s/ Adam Koppel
Name/Title:	Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC
Date:	05/14/2026

Bain Capital Life Sciences Fund II, L.P.

Signature:	/s/ Adam Koppel
Name/Title:	Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC
Date:	05/14/2026

BCLS II Investco, LP

Signature:	/s/ Adam Koppel
Name/Title:	Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC
Date:	05/14/2026

BCLS II Equity Opportunities, LP

Signature:	/s/ Adam Koppel
Name/Title:	Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC
Date:	05/14/2026

BCIP Life Sciences Associates, LP

Signature:	/s/ Adam Koppel
Name/Title:	Adam Koppel, Authorized Signatory of Boylston Coinvestors, LLC
Date:	05/14/2026

FAQ

How much of NewAmsterdam Pharma (NAMS) do Bain Capital Life Sciences funds now beneficially own?

Bain Capital Life Sciences–affiliated funds may be deemed to beneficially own about 2,173,913 ordinary shares plus warrants and pre-funded warrants for 1,732,652 shares, together representing roughly 3.3% of NewAmsterdam’s outstanding ordinary shares after the reported May 2026 transactions.

What major share sale did Bain Capital Life Sciences report in NewAmsterdam Pharma (NAMS)?

On May 12, 2026, BCLS Fund III and BCLS II Investco sold 2,747,924 and 152,076 NewAmsterdam ordinary shares, respectively, at a weighted average price of $37.22 per share under Rule 144, for aggregate consideration of about $107.9 million, significantly reducing their collective ownership.

Did Bain Capital Life Sciences fall below the 5% ownership threshold in NewAmsterdam Pharma (NAMS)?

Yes. Following the May 12, 2026 sale of NewAmsterdam ordinary shares, the reporting persons state they ceased to beneficially own 5% or more of the issuer’s outstanding ordinary shares, with their combined economic interest now reported at approximately 3.3% of the outstanding class.

What individual positions do Bain Capital Life Sciences entities hold in NewAmsterdam Pharma (NAMS)?

BCLS Fund III holds 2,059,896 ordinary shares, BCLS II Investco 114,017 shares, pre-funded warrants cover 1,257,141 and 375,512 shares, and other warrants cover 89,142 and 10,857 shares. Each position represents between about 0.01% and 1.8% of NewAmsterdam’s outstanding shares.

What share count did NewAmsterdam Pharma (NAMS) report as outstanding in this ownership update?

The beneficial ownership calculation uses 116,903,979 ordinary shares issued and outstanding as of April 29, 2026, as reported in NewAmsterdam Pharma’s Form 10-Q for the quarter ended March 31, 2026, plus 1,732,652 ordinary shares issuable from the reporting persons’ warrants and pre-funded warrants.

Which regulatory framework governed the May 12, 2026 NewAmsterdam Pharma (NAMS) share sale?

The May 12, 2026 sale of 2,747,924 and 152,076 NewAmsterdam ordinary shares by BCLS Fund III and BCLS II Investco was conducted pursuant to Rule 144 under the Securities Act, enabling resales of restricted and control securities subject to specified conditions and volume limitations.