Y-mAbs merger closes; insider holdings cashed out at $8.60 per share
Rhea-AI Filing Summary
Y-mAbs Therapeutics completed a merger on September 16, 2025 that resulted in all outstanding common shares and equity awards being cashed out. Under the Merger Agreement, each share was exchanged for $8.60 in cash and the company became an indirect wholly owned subsidiary of Perseus BidCo US, Inc. and its ultimate parent. The reporting person, Thomas Gad, disposed of or had converted into cash his directly and indirectly held common stock, restricted stock units, performance RSUs and stock options; following the transactions the report shows zero shares beneficially owned. Options with exercise prices equal to or above $8.60 were cancelled for no consideration, while other vested and unvested awards were converted into cash per the agreement.
Positive
- Merger completed with each share exchanged for $8.60 cash per share.
- All outstanding equity awards were settled in cash, providing immediate liquidity to holders.
- Issuer became an indirect wholly owned subsidiary of Perseus BidCo US and Ultimate Parent, completing the take-private.
Negative
- Reporting person’s beneficial ownership reduced to zero following the merger.
- Options with exercise prices equal to or above $8.60 were cancelled for no consideration, eliminating upside for those option holders.
Insights
TL;DR: The company was acquired for $8.60 per share and equity awards were cashed out, effecting a take-private transaction.
The Form 4 documents the mechanical outcomes for an insider following a tender offer and merger: shares, RSUs, PRSUs and options were either cashed out or cancelled per the Merger Agreement. The $8.60 per-share cash consideration is the controlling metric and drove the settlement values for awards. From a transaction-structure perspective, conversion of options and RSUs into cash simplifies post-close cap table management for the acquirer but eliminates residual upside for former holders. This is a routine equity settlement in a change-of-control where the purchaser gains full control.
TL;DR: Insider disclosures show full disposition/settlement of holdings and typical governance treatment of awards at closing.
The Form 4 provides clear disclosure of the reporting person's direct and indirect holdings and confirms governance mechanics: the issuer continued as the surviving corporation and became an indirect wholly owned subsidiary, and awards were handled in accordance with the Merger Agreement. The filing notes that options with exercise prices at or above the merger price were cancelled without consideration, which is material to option holders. The signature by attorney-in-fact indicates the filing was executed on the insider's behalf.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 143,169 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 16,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 100,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 107,500 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 130,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 91,450 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 110,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 60,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 242,200 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 75,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 132,500 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 64,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 16,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 16,000 | $0.00 | -- |
| U | Common Stock | 245,486 | $8.60 | $2.11M |
| Disposition | Common Stock | 60,235 | $0.00 | -- |
| U | Common Stock | 67,681 | $8.60 | $582K |
| U | Common Stock | 60,000 | $8.60 | $516K |
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. Reporting Person is sole member of GAD Enterprises, LLC and the sole member and manager of GAD Management, LLC, the manager of GAD Enterprises, LLC, and as such Reporting Person has sole voting and dispositive power with respect to such shares. Represents shares owned by Reporting Person's children who are deemed to share Reporting Person's household. 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. Performance-Based RSUs ("PRSUs") granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan of Y-mAbs Therapeutics, Inc. Each PRSU represents a contingent right to receive one share of Common Stock on the vesting dates of the PRSU. At the Effective Time, pursuant to the Merger Agreement, each PRSU 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 maximum number of Shares issuable in settlement of such PRSU award immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.
