SEC Form 4 · accession 0001193125-26-365202
NewAmsterdam Pharma Co N.V. · NAMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Johannes Jacob Pieter Kastelein
Officer — Chief Scientific Officer · Director
Period of report
Aug 24, 2026
Accepted (ET)
Aug 25, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001936258
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Aug 24, 2026 | M | 125,000 | — | A | 194,302 | I | See footnotes |
| Ordinary SharesF3,F2 | Aug 24, 2026 | S | 125,000 | $26.91 | D | 69,302 | I | See footnotes |
| Ordinary SharesF4 | holding | — | — | — | 53,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F6,F1,F5 | — | Aug 24, 2026 | M | 125,000 | D | — | Jul 6, 2031 | Ordinary Shares | 125,000 | 395,229 | I |
Explanation of responses
- F1The exercise price of the option is EUR 1.16392.
- F2These Ordinary Shares are held by Futurum B.V. ("Futurum") through NAP PoolCo B.V. ("PoolCo") for the benefit of the Reporting Person. The Reporting Person exercises sole voting and investment control over the securities held by Futurum through PoolCo. PoolCo has no voting or investment control or pecuniary interest in the securities held on behalf of Futurum.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.72 to $27.70 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold in each transaction.
- F4Includes 48,166 ordinary shares subject to restricted stock unit awards that remain subject to vesting.
- F5The option was granted on November 22, 2022 to replace an option originally granted on July 6, 2021 which was cancelled in connection with the consummation of NewAmsterdam Pharma Company N.V.'s business combination with Frazier Lifesciences Acquisition Corporation. 292,214 of the shares underlying the option immediately vested on the grant date. 25% of the remaining shares underlying the option vested on January 1, 2021, the one-year anniversary of vesting start date, with the remaining shares vesting in equal monthly installments thereafter for three years, subject to the Reporting Person's continued service through each such date.
- F6The option was granted to and is held by Futurum through PoolCo for the benefit of the Reporting Person. The Reporting Person exercises sole voting and investment control over the securities held by Futurum through PoolCo. PoolCo has no voting or investment control or pecuniary interest in the securities held on behalf of Futurum. Upon exercise of the option, the Ordinary Shares were issued to Futurum directly, pursuant to a written agreement among Futurum, PoolCo and the Issuer.
Remarks
Reported transactions executed pursuant to a Rule 10b5-1 trading plan adopted by Futurum B.V. on March 31, 2026.