Form 4: CFO Somaiya's NAMS Share Transactions & Equity Awards

NewAmsterdam Pharma's CFO, Mayur Ian Somaiya, reported a tax-related share sale and significant new equity awards, including RSUs and stock options.

Summary

• Mayur Ian Somaiya, Chief Financial Officer of NewAmsterdam Pharma Co N.V. (NAMS), reported transactions involving the company's ordinary shares.
• On January 5, 2026, Somaiya sold 5,118 ordinary shares at a weighted average price of $33.25 per share. This sale was pre-arranged to cover tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs) and was not a discretionary transaction.
• Following this sale, Somaiya beneficially owned 32,882 ordinary shares directly.
• On January 7, 2026, Somaiya was granted 25,500 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one ordinary share, granted for no consideration.
• These RSUs will vest in three equal annual installments (1/3 each) on the first, second, and third anniversaries of the vesting start date, contingent on continued service.
• Also on January 7, 2026, Somaiya was granted options to purchase 115,000 ordinary shares at an exercise price of $35.45 per share.
• 25% of the shares underlying these options will vest on January 2, 2027, the one-year anniversary of the vesting start date, with the remaining shares vesting in equal monthly installments over the subsequent three years, subject to continued service.
• After these transactions, Somaiya directly beneficially owned 58,382 ordinary shares and 115,000 derivative securities (options).

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the significant equity awards granted to the CFO, which align management's interests with shareholders for long-term performance. The share sale was non-discretionary and for tax purposes, thus not indicating a negative outlook.

Positives

• The grant of 25,500 Restricted Stock Units (RSUs) and options for 115,000 ordinary shares aligns the Chief Financial Officer's long-term interests with those of shareholders, incentivizing sustained company performance.
• The equity awards demonstrate continued commitment and compensation for a key executive.

Negatives

• A sale of 5,118 ordinary shares, even if for tax purposes, reduces the direct beneficial ownership of the Chief Financial Officer.

Future Outlook

The vesting schedules for the granted Restricted Stock Units and stock options extend over several years, indicating a long-term incentive structure for the Chief Financial Officer and potential future share acquisitions, contingent on continued service.

Related Party Transactions

• The sale of shares to cover tax withholding obligations was executed pursuant to a sell-to-cover agreement entered into with the Issuer.

Stakeholder Impact

• Shareholders: The new equity awards for the CFO align management's incentives with shareholder value creation over the long term.
• Employees (CFO): The transactions represent a significant component of the CFO's compensation package, providing long-term incentives.

Next Steps

• Vesting of 1/3 of the granted RSUs on the first, second, and third anniversaries of the vesting start date, subject to continued service.
• Vesting of 25% of the shares underlying the options on January 2, 2027, followed by equal monthly installments for three years, subject to continued service.

Key Dates

Recommendation

The Form 4 filing details routine insider transactions, including equity compensation grants and a tax-related share sale, which do not provide new fundamental information to alter an investment thesis. These transactions are standard for executive compensation and do not suggest a change in the company's operational or financial outlook.

Keywords

NewAmsterdam Pharma, NAMS, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, RSU, Stock Options, CFO, Mayur Ian Somaiya