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

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4
Rhea-AI Filing Summary

Louise Frederika Kooij, Chief Accounting Officer and director of NewAmsterdam Pharma Co. N.V. (NAMS), reported multiple transactions on 09/09/2025. The filing shows an acquisition of 150,000 ordinary shares at $10.00 and contemporaneous dispositions of 53,104 shares at a weighted average $25.31 and 96,896 shares at a weighted average $26.11, reflecting sales executed across prices in the ranges disclosed. The filing also reports derivative activity: an option with a $10 exercise price (granted 11/22/2022) covering 150,000 underlying shares that vest monthly over four years beginning 12/01/2022. After the reported transactions the schedules list beneficial ownership figures shown in the form, and the report is signed on 09/10/2025.

Positive
  • Timely and detailed Section 16 disclosure including weighted-average sale prices and explanation of price ranges
  • Option grant date and vesting schedule disclosed (grant 11/22/2022; monthly vesting began 12/01/2022)
Negative
  • Significant dispositions totaling 150,000 shares were executed on 09/09/2025, reducing direct holdings as shown in the form
  • Weighted-average sale prices reported rather than per-transaction quantities; issuer or SEC staff must request full breakdown if needed

Insights

TL;DR: Insider exercised option and sold a total of 150,000 shares on 09/09/2025; vesting schedule of option disclosed.

The Form 4 documents routine equity award mechanics and resulting share sales by a named officer who is also a director. The filing discloses the original option grant date of 11/22/2022 and a monthly vesting schedule beginning 12/01/2022, which explains the availability of shares for exercise. The reporting is timely and includes weighted average prices for the multiple sale transactions, with commitments to provide detailed per-transaction quantities on request. From a governance perspective, the disclosure is complete and follows Section 16 reporting requirements.

TL;DR: The officer converted or exercised option-related shares and executed offsetting sales; detailed price ranges are provided for the disposals.

The filing shows acquisition activity tied to an option with a $10 exercise price for 150,000 shares and simultaneous dispositions totaling 150,000 shares sold in multiple trades at weighted averages of $25.31 and $26.11, with price ranges disclosed in the explanatory notes. The report quantifies holdings before and after each line item and lists the aggregate number of derivative shares and ordinary shares reflected across the tables. This is a standard compensation realization event rather than an operational disclosure.

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*
Kooij Louise Frederika

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025
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 09/09/2025 M 150,000 A $10 165,000 D
Ordinary Shares 09/09/2025 S 53,104 D $25.31(1) 111,896 D
Ordinary Shares 09/09/2025 S 96,896 D $26.11(2) 15,000 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
Option (right to buy) $10 09/09/2025 M 150,000 (3) 11/22/2032 Ordinary Shares 150,000 $0 280,015 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.87 to $25.86 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.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.87 to $26.28 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 option was granted on November 22, 2022. The shares underlying the option vest in equal monthly installments over four years, with the first 1/48th of such shares vesting on December 1, 2022 and the remaining installments vesting on each one-month anniversary of the grant date, subject to the Reporting Person's continued service through each such date.
/s/ Louise Kooij 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.
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 transactions did Louise Kooij report on Form 4 for NAMS?

The filing reports acquisition of 150,000 ordinary shares at $10.00 and dispositions of 53,104 shares at a weighted average $25.31 and 96,896 shares at a weighted average $26.11, all dated 09/09/2025.

Was there derivative activity disclosed in the NAMS Form 4 (symbol NAMSW)?

Yes. The filing shows an option with a $10 exercise price (grant date 11/22/2022) covering 150,000 underlying shares with monthly vesting beginning 12/01/2022.

What prices were the sold NAMS shares executed at?

The explanatory notes state the disposals were executed in multiple transactions with weighted average prices reported: $25.31 (range $24.87–$25.86) and $26.11 (range $25.87–$26.28).

When was the Form 4 signed and filed by the reporting person?

The form bears the reporting person’s signature dated 09/10/2025.

Who is the reporting person and what is their role at NewAmsterdam Pharma?

The reporting person is Louise Frederika Kooij, listed as Chief Accounting Officer and a director of NewAmsterdam Pharma Co. N.V.
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