Form 4: NewAmsterdam Pharma CAO Reports Stock Transactions

NewAmsterdam Pharma's Chief Accounting Officer, Louise Kooij, reported a tax-related share sale and significant RSU and option grants.

Summary

• Louise Frederika Kooij, Chief Accounting Officer of NewAmsterdam Pharma Co N.V. (NAMS), reported transactions involving the company's ordinary shares and options.
• On January 5, 2026, Kooij sold 2,647 ordinary shares at a weighted average price of $33.25 per share, ranging from $32.77 to $33.58.
• This sale was a pre-arranged 'sell-to-cover' transaction to meet tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs), not a discretionary sale.
• Following this sale, Kooij beneficially owned 12,353 ordinary shares directly.
• On January 7, 2026, Kooij was granted 12,000 Restricted Stock Units (RSUs), each representing a contingent right to receive one ordinary share, 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.
• After the RSU grant, Kooij's direct beneficial ownership of ordinary shares increased to 24,353.
• Also on January 7, 2026, Kooij was granted options to buy 53,500 ordinary shares at an exercise price of $35.45.
• 25% of these options will vest on January 2, 2027, with the remaining shares vesting in equal monthly installments over the subsequent three years, subject to continued service.
• The options have an expiration date of January 7, 2036.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the significant grants of RSUs and options, which represent future value and alignment of interests. The sale was non-discretionary and for tax purposes, thus not indicating a negative outlook from the insider.

Positives

• The grant of 12,000 Restricted Stock Units (RSUs) and options for 53,500 shares indicates continued long-term incentive and alignment of management interests with shareholders.
• The RSU and option grants were for no consideration, representing a significant component of executive compensation.

Negatives

• A sale of 2,647 ordinary shares, even for tax purposes, reduces the direct equity stake of the Chief Accounting Officer.

Risks

• NA

Future Outlook

The future outlook for the reporting person's equity holdings includes the vesting of 12,000 Restricted Stock Units (RSUs) in three annual installments starting from January 7, 2026, and the vesting of 53,500 stock options, with 25% vesting on January 2, 2027, and the remainder vesting monthly over the subsequent three years, all contingent on continued service.

Management Comments

• The sale of shares by the Reporting Person was solely to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units (RSUs) pursuant to a sell-to-cover agreement entered into with the Issuer, and does not represent a discretionary transaction.

Industry Context

This filing details routine insider compensation and tax-related transactions, which are common across publicly traded companies as part of executive compensation packages. It does not provide information on broader industry trends or competitive landscape.

Related Party Transactions

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

Stakeholder Impact

• Shareholders: The grants of RSUs and options align the Chief Accounting Officer's interests with long-term shareholder value, while the tax-related sale is a routine event with minimal impact.
• Employees: The compensation structure for a key executive may reflect broader compensation practices within the company.

Next Steps

• The granted Restricted Stock Units (RSUs) will vest in three equal annual installments on the first, second, and third anniversaries of the vesting start date.
• 25% of the granted options will vest on January 2, 2027, with the remaining options vesting in equal monthly installments over the subsequent three years.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically a tax-related share sale and grants of RSUs and stock options. Such transactions are generally expected and do not typically provide sufficient new information to warrant a change in investment recommendation. The grants indicate continued incentive for the executive, which is a positive, but the filing lacks broader financial or operational updates to influence a strong buy or sell decision.

Keywords

NewAmsterdam Pharma, NAMS, Form 4, Insider Transaction, Restricted Stock Units, Stock Options, Executive Compensation, Sell-to-Cover, Beneficial Ownership