[Form 4] NewAmsterdam Pharma Company N.V. Warrant Insider Trading Activity

Rhea-AI Filing Summary

James N. Topper, a director, reported purchases of NewAmsterdam Pharma Co N.V. ordinary shares on 09/08/2025. The Form 4 shows 1,260 shares acquired at a weighted average price of $24.99 (prices ranged from $24.86 to $25.00). Following the transaction, the filing reports 3,027,864 shares held indirectly by Frazier Life Sciences X, L.P. and 3,801,000 shares held indirectly by Frazier Lifesciences Sponsor LLC. The securities are held indirectly through a partnership and sponsor entities for which the reporting person is a managing member; the filing disclaims direct beneficial ownership except for pecuniary interest. The form is signed by an attorney-in-fact on behalf of Mr. Topper dated 09/10/2025.

Positive

• Insider purchase disclosed: 1,260 shares acquired at a weighted average price of $24.99, showing affirmative acquisition activity.
• Clear disclosure of indirect ownership: Filing explains the chain of ownership through Frazier Life Sciences X, L.P. and Frazier Lifesciences Sponsor LLC.

Negative

• None.

Insights

Securities Analyst

TL;DR Director purchased a small lot at ~$25 and continues indirect holdings through affiliated investment entities.

The Form 4 documents a 1,260-share acquisition on 09/08/2025 at a weighted average price of $24.99, with reported share ranges of $24.86–$25.00. The filing shows substantial indirect holdings: 3,027,864 shares via Frazier Life Sciences X, L.P. and 3,801,000 via Frazier Lifesciences Sponsor LLC. These holdings are held through partnership and sponsor structures; the reporting person disclaims direct ownership except to the extent of pecuniary interest. For investors, this is a routine insider purchase filing showing continued economic exposure through affiliated vehicles rather than a direct personal stake.

Corporate Governance Expert

TL;DR Disclosure is standard and identifies indirect ownership via affiliated entities and an attorney-in-fact signature.

The disclosure properly identifies the reporting person as a director, specifies the transaction date, purchase quantity, and weighted average price, and explains the indirect ownership chain through Frazier entities. The filing includes the required explanatory footnotes clarifying general partner and managing member relationships and contains an attorney-in-fact signature dated 09/10/2025. From a governance perspective, the filing meets Form 4 disclosure norms by specifying the nature of indirect beneficial ownership and providing the pricing range.

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
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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).

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^*

Topper James N

(Last) (First) (Middle)

1001 PAGE MILL RD, BUILDING 4, SUITE B

(Street)

PALO ALTO CA 94304

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		P		1,260	A	$24.99(1)	3,027,864	I	By Frazier Life Sciences X, L.P.(2)
Ordinary Shares								3,801,000	I	By Frazier Lifesciences Sponsor LLC(3)

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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.86 to $25.00. inclusive. 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 purchased at each separate price within the ranges set forth in footnote (3) to this Form 4.

2. The shares are held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The shares are held directly by Frazier Lifesciences Sponsor LLC. The sole member of Frazier Lifesciences Sponsor LLC is Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Steve R. Bailey, Attorney-in-Fact For James N. Topper	09/10/2025
	** 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.
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FAQ

What did James N. Topper purchase in the Form 4 for NewAmsterdam Pharma (NAMS)?

The Form 4 reports a purchase of 1,260 ordinary shares on 09/08/2025 at a weighted average price of $24.99.

How many NewAmsterdam Pharma shares are reported as beneficially owned after the transaction?

The filing reports 3,027,864 shares held indirectly by Frazier Life Sciences X, L.P. and 3,801,000 shares held indirectly by Frazier Lifesciences Sponsor LLC.

Does James N. Topper claim direct beneficial ownership of the reported shares?

No. The filing states the shares are held indirectly through affiliated entities and Mr. Topper disclaims direct beneficial ownership except for his pecuniary interest.

What price range were the shares purchased at according to the Form 4?

The shares were purchased at prices ranging from $24.86 to $25.00, with a weighted average of $24.99.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by Steve R. Bailey, Attorney-in-Fact for James N. Topper dated 09/10/2025.