YMAB Form 4: RSUs and Options Converted to Cash in Completed Merger
Rhea-AI Filing Summary
Y-mAbs Therapeutics insider reported transactions tied to a completed merger. On September 16, 2025, pursuant to a Merger Agreement, a tender offer and subsequent merger resulted in Y-mAbs becoming an indirect wholly owned subsidiary of Perseus BidCo US, Inc. Common shares were cancelled and converted into cash consideration of $8.60 per share. Reporting person Joris Wilms surrendered 12,799 shares and 39,301 restricted stock units in exchange for the merger consideration, leaving 0 shares beneficially owned post-transaction.
Outstanding employee stock options were cancelled and converted into cash equal to the difference between the $8.60 Merger Consideration and each option's exercise price for in-the-money options; options with exercise prices at or above $8.60 were cancelled for no consideration. The Form 4 discloses the cash-out treatment for RSUs and options under the Merger Agreement.
Positive
- Merger completed, converting Y-mAbs into an indirect wholly owned subsidiary of Perseus BidCo US, Inc., which provides certainty of transaction outcome.
- Cash consideration of $8.60 per share was paid to shareholders and used to settle RSUs and in-the-money options, providing immediate cash realization for award holders.
Negative
- Reporting person holds 0 shares post-closing, indicating complete divestiture of direct equity position upon merger.
- Options with exercise prices equal to or above $8.60 were cancelled for no consideration, resulting in loss of value for holders of those awards.
Insights
TL;DR: Merger completed; equity awards cashed out at $8.60 per share, changing equity capital structure and eliminating public float.
The Form 4 documents a standard deal-closing mechanics: a tender offer followed by a merger that converted all public common shares into cash consideration of $8.60 per share. RSUs were settled for cash equal to the number of shares times $8.60 and in-the-money stock options were net-cashed for the spread. This eliminates remaining publicly traded shares and extinguishes outstanding equity awards per the Merger Agreement, which is material to shareholders and creditors because it effects a change from public company status to a privately held subsidiary.
TL;DR: Insider holdings and incentive awards were cancelled/converted per merger terms, impacting executive compensation realizations.
The reporting shows the reporting person had both restricted stock units and multiple employee stock options converted into cash at closing. Several options with exercise prices above the $8.60 consideration were cancelled for no value, while vested and unvested awards were cashed out. This is a material governance event affecting equity-based compensation, vesting outcomes, and post-transaction incentives, and it confirms contractually prescribed treatment of awards in the merger documentation.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 32,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 35,700 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 32,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 35,700 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 42,900 | $0.00 | -- |
| U | Common Stock | 12,799 | $8.60 | $110K |
| Disposition | Common Stock | 39,301 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 4, 2025, by and among Y-mAbs Therapeutics, Inc. (the "Issuer"), Yosemite Merger Sub, Inc. ("Purchaser"), Perseus BidCo US, Inc., a Delaware corporation ("Parent"), and Stark International Lux, a Luxembourg private limited liability company ("Ultimate Parent"), on September 16, 2025, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, the Shares were tendered at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive $8.60 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), each issued and outstanding Share was cancelled in exchange for the Merger Consideration. Represents restricted stock units ("RSUs") granted to the Reporting Person pursuant to the Issuer's 2018 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Common Stock on the vesting dates of the RSU. At the Effective Time, pursuant to the Merger Agreement, each RSU award outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of Shares issuable in settlement of such RSU award immediately prior to the Effective Time, multiplied by (b) the Merger Consideration. At the Effective Time, pursuant to the Merger Agreement, each stock option ("Option") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash, without interest, equal to the product of (a) the total number of Shares subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess of the Merger Consideration over the exercise price payable per Share under such Option. Any Options with an exercise price equal to or in excess of the Merger Consideration were cancelled for no consideration.
