YMAB Merger: Director’s Shares, RSUs and Options Converted to Cash
Rhea-AI Filing Summary
Y-mAbs Therapeutics director and 10% owner Johan Wedell-Wedellsborg reported multiple disposals tied to a completed merger. On September 16, 2025, Purchaser completed a tender offer and merged Y-mAbs into an indirect wholly owned subsidiary of Perseus BidCo US, Inc., with each outstanding share cancelled for $8.60 cash per share. The reporting person’s direct and indirect common shares, restricted stock units and stock options were cancelled and converted into cash payments under the Merger Agreement: ordinary shares and RSUs were exchanged for $8.60 per share, while options were cashed out for the excess of $8.60 over each exercise price; options with exercise prices at or above $8.60 were cancelled without consideration. The Form 4 reflects zero continuing share ownership.
Positive
- Completed change of control with a defined cash consideration of $8.60 per share, providing immediate liquidity to holders
- All outstanding equity awards addressed: RSUs and options were converted per agreement terms, removing settlement uncertainty
Negative
- Insider ownership eliminated—the reporting person shows zero direct or indirect shares following the Merger, removing public alignment
- Out-of-the-money options cancelled without consideration, resulting in no recovery for holders of options with exercise prices ≥ $8.60
Insights
TL;DR Director’s holdings were fully cashed out at $8.60 per share as part of a controlling-merger, removing insider equity exposure.
The transaction is material for equity holders because it represents a change of control and a cash-out of all outstanding equity and equity-based awards at a fixed price. The Merger consideration of $8.60 per share determined both common stock cash-outs and the option settlement formulas, meaning holders received value only to the extent options were in-the-money. The Form 4 shows no remaining direct or indirect beneficial ownership by the reporting person, indicating a complete exit by this insider from public equity exposure.
TL;DR Governance impact: change of control completed and legacy equity awards extinguished, consistent with standard merger treatment.
The Merger Agreement converted all outstanding RSUs and options into cash payments and cancelled shares, which is a routine control outcome but significant governance-wise because it ends public minority governance rights. The disclosure clarifies treatment of in-the-money options and cancellation of out-of-the-money options, and notes the reporting person’s indirect ownership via WG Biotech ApS prior to the Effective Time. The Form 4 is consistent with Section 16 reporting of insider holdings following a definitive liquidity event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 36,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 32,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 16,000 | $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 | 5,825 | $8.60 | $50K |
| Disposition | Common Stock | 25,080 | $0.00 | -- |
| U | Common Stock | 4,559,233 | $8.60 | $39.21M |
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 the majority owner of WG Biotech ApS and as such has sole voting and dispositive power with respect to such shares. 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.
