[8-K] NewAmsterdam Pharma Company N.V. Warrant Reports Material Event

Rhea-AI Filing Summary

Saga Communications, Inc. (SGA) Form 4 filing: Edward K. Christian Trust reported the sale of 5 Class A common shares on 07/09/2025 at a price of $13.50 per share (transaction code S). After the transaction, the Trust still beneficially owns 908,703 shares, held directly.

The transaction represents a negligible change in ownership relative to the total position and does not alter control dynamics. No derivative securities were involved, and there were no other transactions disclosed in this filing.

Insights

Financial Analyst

TL;DR: Insignificant 5-share sale; ownership unchanged; neutral impact.

The reported sale amounts to roughly $68 in proceeds—immaterial for both the insider and market perception. The Trust retains over 908 thousand shares, maintaining its status as a 10%+ holder. Such de-minimis trades often relate to administrative portfolio adjustments rather than signaling fundamental views. Given the absence of accompanying sales, option exercises, or derivative positions, I classify the filing as routine with no investment thesis implications.

Corporate Governance Specialist

TL;DR: Routine compliance filing, not impactful to governance outlook.

A 5-share disposition by a major shareholder is administratively negligible. The Trust remains a significant insider, preserving voting influence. No indications of a broader disposal program or Rule 10b5-1 plan were provided. From a governance standpoint, the transaction neither weakens insider alignment nor triggers concern over information asymmetry. I deem the filing non-material for shareholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2025

NewAmsterdam Pharma Company N.V.

(Exact name of registrant as specified in its charter)

The Netherlands		001-41562		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Gooimeer 2-35 Naarden The Netherlands		1411 DC
(Address of principal executive offices)		(Zip Code)

+31 (0) 35 206 2971

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Ordinary Shares, nominal value €0.12 per share		NAMS		The Nasdaq Stock Market LLC
Warrants to purchase Ordinary Shares		NAMSW		The Nasdaq Stock Market LLC

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 11, 2025, NewAmsterdam Pharma B.V., on behalf of NewAmsterdam Pharma Company N.V. (the “Company”), entered into an amended and restated Employment Agreement with Dr. John Kastelein, the Company’s Chief Scientific Officer and a director (the “Agreement”). The Agreement is effective as of July 1, 2025 and replaces and supersedes the Employment Agreement between NewAmsterdam Pharma B.V. and Dr. Kastelein, dated as of November 18, 2022.

The Agreement provides that in the event Dr. Kastelein’s employment is terminated by the Company without cause (as defined in the Agreement) at any time, Dr. Kastelein will be entitled to an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred.

If Dr. Kastelein’s employment is terminated by the Company without cause (if termination is requested by a third party involved in a change in control (as defined in the Agreement)) within three months prior to such change in control, or if Dr. Kastelein’s employment is terminated by the Company without cause or by Dr. Kastelein for good reason (as defined in the Agreement) during the 12 months following a change in control, Dr. Kastelein will be entitled to the severance payments and benefits described above. In addition, all of Dr. Kastelein’s time-based stock options and equity awards will accelerate, becoming fully exercisable or nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NewAmsterdam Pharma Company N.V.
By:		/s/ Michael Davidson
		Michael Davidson
		Chief Executive Officer

Dated: July 11, 2025

FAQ

How many Saga Communications (SGA) shares were sold in this Form 4?

The Edward K. Christian Trust sold 5 Class A common shares.

At what price were the SGA shares sold?

The shares were sold at $13.50 each.

What is the insider's remaining ownership after the sale?

The Trust now beneficially owns 908,703 SGA shares.

Does this filing involve any derivative securities?

No, no derivative securities were reported in Table II.

Is the transaction likely to impact Saga Communications' stock price?

Given the de-minimis size (only 5 shares), the filing is unlikely to affect the market.