Y-mAbs Merger: Insider Holdings Converted to $8.60 Cash Consideration
Rhea-AI Filing Summary
Michael J. Rossi, President & CEO and Director of Y-mAbs Therapeutics (YMAB), reported disposition of his equity holdings in connection with a completed merger. Pursuant to a Merger Agreement dated August 4, 2025, a tender offer closed and the company merged into an indirect wholly owned subsidiary of the buyer on September 16, 2025. Each outstanding common share was cancelled for $8.60 per share in cash. The Form 4 shows reported disposals that reduced the reporting person’s direct common stock and derivative positions to zero following the Effective Time, including 7,982 shares and 129,101 RSU-related shares reflected as tendered or cancelled, multiple employee stock options (totaling 1,040,140 options across three series) converted into cash, and several RSU/PRSU awards likewise converted into cash under the Merger Agreement.
The footnotes explain that outstanding options were cashed out for the excess of the $8.60 merger consideration over their exercise prices (options with exercise prices at or above $8.60 were cancelled for no consideration), and that RSUs/PRSUs were converted into the right to receive cash equal to their underlying share count multiplied by $8.60.
Positive
- Completed merger providing a definite cash consideration of $8.60 per share
- All outstanding award settlements disclosed, including treatment of options, RSUs, and PRSUs under the Merger Agreement
- Reporting person’s transactions fully documented with footnotes tying outcomes to contractual terms
Negative
- Insider equity eliminated—the reporting person’s direct and derivative holdings reduced to zero, removing insider ownership alignment with public shareholders
- Options with exercise prices at or above $8.60 were cancelled for no consideration, representing a loss of potential upside for certain award holders
Insights
TL;DR: Insider equity positions were cashed out at $8.60 per share as part of a completed merger, eliminating remaining insider equity exposure.
The transaction reflects a typical deal consideration exchange where all outstanding common shares, options and RSU/PRSU awards were settled for cash under the Merger Agreement executed August 4, 2025, and effective September 16, 2025. The reporting person’s stock and derivative holdings were converted to cash: listed option pools (615,240; 214,200; 210,700) and RSU/PRSU grants (multiple tranches totaling tens of thousands of units) were treated consistent with standard merger mechanics—options converted to cash equal to the spread where in-the-money and otherwise cancelled; RSUs/PRSUs paid out based on underlying share counts times the $8.60 per-share cash consideration. This is a material corporate control event that fully monetized insider equity.
TL;DR: CEO and director positions sold out through merger consideration, with all equity awards cancelled or cashed under contract terms.
From a governance perspective, the Form 4 documents that Michael J. Rossi’s direct and derivative ownership in YMAB was extinguished in connection with the merger. The filing discloses that RSUs, PRSUs and options were converted pursuant to the Merger Agreement into cash payments based on the $8.60 per-share consideration or cancelled if out-of-the-money, and that the reporting person held no remaining beneficial ownership post-closing. The filing properly attributes transactions to the merger mechanics and references the Merger Agreement for definitive terms.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 615,240 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 214,200 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 210,700 | $0.00 | -- |
| Disposition | Restricted Stock Units | 18,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 18,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 18,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 52,650 | $0.00 | -- |
| Disposition | Restricted Stock Units | 52,650 | $0.00 | -- |
| U | Common Stock | 7,982 | $8.60 | $69K |
| Disposition | Common Stock | 129,101 | $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. 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.
