Y-mAbs (YMAB) completes $8.60 cash merger; RSUs and options cashed out
Rhea-AI Filing Summary
Healy James, a Sofinnova-affiliated director of Y-mAbs Therapeutics (YMAB), reported transactions tied to the company's merger. On 09/16/2025 Purchaser completed a tender offer and merged with the issuer, and each outstanding common share was cancelled for $8.60 cash per share. The reporting person disposed of 31,603 shares and 25,080 restricted stock units were converted into cash in connection with the merger. Outstanding stock options were cancelled and converted into cash equal to the excess of $8.60 over each option's exercise price; options with exercise prices at or above $8.60 were cancelled for no consideration.
Positive
- Merger completed with definitive cash consideration of $8.60 per share, providing a known liquidity outcome for shareholders
- RSUs and in-the-money options were converted into cash pursuant to the Merger Agreement, monetizing equity awards for holders
Negative
- Options with exercise prices equal to or exceeding $8.60 were cancelled for no consideration, eliminating potential upside for those awards
- Reporting person disclaims beneficial ownership except for pecuniary interest, which may limit clarity on voting influence
Insights
TL;DR: The merger produced a fixed cash exit of $8.60 per share, monetizing equity and cancelling options and RSUs.
The Form 4 documents that on 09/16/2025 Y-mAbs completed a merger and paid $8.60 per share in cash. For an investor-focused view, the key takeaway is liquidity at a known price for all outstanding common shares, with RSUs and in-the-money options converted to cash based on the $8.60 consideration and out-of-the-money options cancelled. The filing quantifies share and derivative counts exchanged or cancelled, enabling straightforward estimation of cash proceeds to insiders from the transaction.
TL;DR: Insider reporting aligns with Merger Agreement mechanics: share cancellations and cash-outs are disclosed clearly.
The report shows compliance with Section 16 reporting for a controlling transaction: the reporting person lists direct and indirect holdings, notes conversion mechanics for RSUs and options, and disclaims beneficial ownership except for pecuniary interest via Sofinnova entities. The disclosure that certain options were cancelled without consideration where exercise price met or exceeded $8.60 is material to governance and executive compensation outcomes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 14,222 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 8,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 11,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 11,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 16,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 13,950 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 14,545 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 33,450 | $0.00 | -- |
| U | Common Stock | 31,603 | $8.60 | $272K |
| Disposition | Common Stock | 25,080 | $0.00 | -- |
| U | Common Stock | 2,194,278 | $8.60 | $18.87M |
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. The Reporting Person is one of the managing members of the general partner of Sofinnova Management X-A, L.L.C., the general partner of Sofinnova Management X, L.P., the general partner of Sofinnova Venture Partners X, L.P., which directly holds the reported securities, and, as such, may be deemed to share voting and investment power over such shares. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his proportionate pecuniary interest in Sofinnova Ventures Partners X, L.P. 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.
