Form 4: Y-mAbs CFO Converts Equity to Cash Post-Merger

Y-mAbs Therapeutics' EVP, CFO, and Treasurer, Peter P. Pfreundschuh, converted all his equity holdings into cash following the company's merger.

Summary

• Y-mAbs Therapeutics, Inc. completed its merger on September 16, 2025, becoming an indirect wholly-owned subsidiary of Perseus BidCo US, Inc.
• The merger involved a tender offer by Yosemite Merger Sub, Inc. for Y-mAbs common stock.
• Peter P. Pfreundschuh, EVP, CFO, and Treasurer, reported the disposition of all his beneficially owned securities as a result of the merger.
• All outstanding Restricted Stock Units (RSUs) and Performance-Based RSUs (PRSUs) were cancelled and converted into a cash payment of $8.60 per share.
• Employee stock options were cancelled and converted into cash equal to the product of the number of shares subject to the option and the excess of the $8.60 Merger Consideration over the option's exercise price.
• Options with an exercise price equal to or exceeding the $8.60 Merger Consideration were cancelled for no consideration.

Sentiment

Score: 6

Explanation: The filing is a factual report of an insider's equity conversion post-merger. For the executive, it represents a liquidity event. For former public shareholders, the sentiment depends on their individual cost basis relative to the $8.60 merger consideration. Overall, it's a neutral report of a completed, expected corporate action.

Positives

• The reporting person received a cash payout for vested and unvested equity awards, providing liquidity.
• The merger consideration of $8.60 per share provided a clear valuation for equity holders.

Negatives

• Employee stock options with an exercise price of $12.47 were cancelled for no consideration, indicating they were out-of-the-money relative to the merger price.
• The reporting person no longer holds direct beneficial ownership in Y-mAbs Therapeutics, Inc. as it is now a private entity.

Risks

• Former public shareholders of Y-mAbs Therapeutics, Inc. no longer have exposure to the company's future growth or decline as a publicly traded entity.
• The value received by option holders was dependent on the exercise price being below the merger consideration, leading to no payout for certain options.

Future Outlook

The filing indicates the completion of a merger, resulting in Y-mAbs Therapeutics, Inc. becoming a private entity. As such, there are no forward-looking statements regarding its public market performance or strategic guidance provided in this insider transaction report.

Industry Context

This filing reflects a completed acquisition in the biotechnology sector, where a publicly traded company (Y-mAbs Therapeutics, Inc.) has been taken private. Such transactions are common in the industry, often driven by strategic consolidation, access to specific technologies or pipelines, or a desire to operate outside the public market's scrutiny.

Related Party Transactions

• The merger itself constitutes a transaction between Y-mAbs Therapeutics, Inc. and the acquiring entities (Yosemite Merger Sub, Inc., Perseus BidCo US, Inc., and Stark International Lux).

Stakeholder Impact

• Shareholders: Former public shareholders received $8.60 per share in cash for their common stock.
• Employees (including the reporting person): Equity awards were converted to cash based on the merger terms, providing a liquidity event for holders.

Next Steps

• Y-mAbs Therapeutics, Inc. will continue operations as an indirect wholly-owned subsidiary of Perseus BidCo US, Inc., no longer trading publicly.

Key Dates

Keywords

Y-mAbs Therapeutics, YMAB, Merger, SEC Form 4, Insider Transaction, Equity Conversion, Restricted Stock Units, Stock Options, Perseus BidCo US, Tender Offer