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Van Herk group (NASDAQ: PRQR) challenges ProQR 2026 AGM share capital proposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Van Herk Investments B.V. and affiliated entities report beneficial ownership of 15,384,250 ProQR Therapeutics ordinary shares, representing 14.6% of the class based on 105,362,551 shares outstanding as of March 31, 2026.

The group amended its Schedule 13D to disclose that it will vote against agenda items 7, 8 and 9 at ProQR’s 2026 Annual General Meeting, which concern increasing authorized share capital, broad authority for the board to issue shares and authorization for share repurchases. Van Herk argues these proposals grant overly broad discretion over the capital structure, could cause substantial dilution without further shareholder approval, lack specific transaction justification and lack meaningful safeguards. They have engaged advisors to communicate with other shareholders and are evaluating potential legal proceedings while continuing to hold the shares for investment.

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Insights

Large ProQR holder challenges broad capital-authorization proposals.

Van Herk Investments and related entities report beneficial ownership of 15,384,250 ordinary shares, or 14.6% of ProQR Therapeutics, based on 105,362,551 shares outstanding as of March 31, 2026. This updated Schedule 13D focuses on governance and capital-allocation powers rather than changing the stake size.

The group plans to vote against three 2026 AGM proposals that would increase authorized share capital, grant the board standing authority to issue shares up to the full authorization and authorize share repurchases. Their stated concerns center on potential substantial dilution without further shareholder approval, lack of specific financing needs and what they describe as insufficient limitations or safeguards.

They have hired a shareholder engagement advisor to discuss these issues with other investors and are evaluating possible legal proceedings relating to these capital-authorization matters. The filing states they acquired the shares for investment purposes and may consider a range of future actions, from additional purchases or sales to further engagement with the board and other shareholders. The ultimate impact will depend on AGM voting outcomes and any subsequent steps they choose to take.

Beneficial ownership 15,384,250 shares Ordinary shares beneficially owned by reporting persons
Ownership percentage 14.6% Percent of ProQR ordinary shares represented by 15,384,250 shares
Shares outstanding 105,362,551 shares Ordinary shares outstanding as of March 31, 2026, per Form 6-K
Date of event June 2, 2026 Date of event requiring filing of this Schedule 13D/A amendment
Amendment number Amendment No. 5 Fifth amendment to original Schedule 13D on ProQR
beneficially owned financial
"with respect to Ordinary Shares, nominal value Euro 0.04 per share (the "Ordinary Shares"), beneficially owned by it"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole Dispositive Power financial
"9 | Sole Dispositive Power 15,384,250.00 10 | Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
authorized share capital financial
"Agenda items 7, 8 and 9 relate to the proposed increase of the Issuer's authorized share capital"
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
Annual General Meeting of Shareholders financial
"Notice and Agenda for its 2026 Annual General Meeting of Shareholders (the "2026 AGM")"
Institutional Shareholder Services Inc. financial
"VHI understands that Institutional Shareholder Services Inc. ("ISS") has issued negative voting recommendations"
Schedule 13D regulatory
"The information previously provided in response to Item 5 is hereby amended and restated"
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.
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N71542109

(CUSIP Number)
Van Herk Investments B.V.
Lichtenauerlaan 30,,
The Netherlands, P7, 3062 ME
31-10-241-1555


Evan S. Simpson
1 New Fetter Lane,,
London, X0, EC4A 1AN
44 20 795984-26

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/02/2026

(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




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of ProQR Therapeutics N.V. (the "Issuer") issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13- Based on 105,362,551 ordinary shares, nominal value Euro 0.04 per share, of the Issuer issued and outstanding as of March 31, 2026, as reported in the Issuer's Form 6-K filed with the SEC on May 12, 2026.


SCHEDULE 13D


Van Herk Investments B.V.
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Van Herk Investments THI B.V.
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Van Herk Private Equity Investments B.V.
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Stichting Administratiekantoor Penulata
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Van Herk Management Services B.V.
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk B.V.
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
A. van Herk Holding B.V.
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Stichting Administratiekantoor Abchrys
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Adrianus van Herk
Signature:/s/ Erik G.A. Esveld
Name/Title:Erik G.A. Esveld/Attorney-In-Fact*
Date:06/03/2026
Comments accompanying signature:
* Pursuant to a Power of Attorney, dated as of September 16, 2019, by and among the Reporting Persons.

FAQ

How much of ProQR Therapeutics (PRQR) does Van Herk currently own?

Van Herk and affiliated entities report beneficial ownership of 15,384,250 ProQR ordinary shares, representing 14.6% of the class. The percentage is calculated using 105,362,551 ordinary shares outstanding as of March 31, 2026, as disclosed in ProQR’s Form 6-K filed on May 12, 2026.

What is the main purpose of Van Herk’s latest Schedule 13D/A on ProQR (PRQR)?

The amendment updates Van Herk’s beneficial ownership and discloses opposition to specific 2026 AGM share-capital proposals. It explains why they will vote against agenda items 7, 8 and 9, and describes their engagement with other shareholders and consideration of possible legal proceedings regarding these matters.

Which ProQR (PRQR) AGM agenda items is Van Herk opposing and why?

Van Herk intends to vote against agenda items 7, 8 and 9 at ProQR’s 2026 AGM. These relate to increasing authorized share capital, broad authority for the board to issue shares and authorization for share repurchases. Van Herk cites concerns over overly broad discretion, potential substantial dilution and a lack of clear justification or safeguards.

What governance concerns does Van Herk raise about ProQR (PRQR) in this filing?

Van Herk argues the proposed capital authorizations give the board overly broad discretion over ProQR’s capital structure. They highlight risks of substantial dilution without further shareholder approval, absence of a specific financing need, limited safeguards and the breadth of the requested authority relative to ProQR’s performance and existing governance concerns.

How is Van Herk engaging other ProQR (PRQR) shareholders ahead of the 2026 AGM?

Van Herk has engaged a shareholder engagement advisor to communicate with other ProQR shareholders. The advisor discusses proxy firm ISS’s negative recommendations on certain share-capital-related proposals and Van Herk’s rationale for opposing agenda items 7, 8 and 9 at the 2026 Annual General Meeting of Shareholders.