Form 4: Y-mAbs Insider Thomas Gad Sells Shares Post-Merger

Y-mAbs Therapeutics Chief Business Officer Thomas Gad disposed of all his common stock, RSUs, PRSUs, and stock options following the company's acquisition by Perseus BidCo US, Inc. for $8.60 per share.

Summary

• Thomas Gad, Chief Business Officer and Director of Y-mAbs Therapeutics, Inc., reported changes in beneficial ownership following the company's merger.
• The merger, completed on September 16, 2025, involved Purchaser (Yosemite Merger Sub, Inc.) acquiring Y-mAbs Therapeutics, Inc., making it an indirect wholly-owned subsidiary of Parent (Perseus BidCo US, Inc.) and Ultimate Parent (Stark International Lux).
• Shares of common stock were tendered at $8.60 per share in cash.
• Restricted Stock Units (RSUs) and Performance-Based RSUs (PRSUs) were cancelled and converted into cash based on the merger consideration.
• Employee Stock Options were cancelled and converted into cash for in-the-money options (exercise price below $8.60), while out-of-the-money options were cancelled for no consideration.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, resulting in a cash payout for shareholders and the monetization of an insider's equity holdings. While some options were cancelled for no value, the overall event represents a definitive, positive exit for shareholders at the agreed-upon price.

Positives

• Thomas Gad, an insider, received cash for his common stock, RSUs, PRSUs, and in-the-money stock options, indicating a successful monetization of his equity holdings.
• The merger provided a cash exit for shareholders at a fixed price of $8.60 per share.

Negatives

• Y-mAbs Therapeutics, Inc. ceased to be an independent publicly traded company, becoming an indirect wholly-owned subsidiary.
• Employee stock options with an exercise price equal to or exceeding the $8.60 merger consideration were cancelled for no value.

Risks

• Options with an exercise price equal to or in excess of the Merger Consideration were cancelled for no consideration, resulting in a loss of potential value for holders of those specific options.

Future Outlook

The filing details a completed merger, resulting in Y-mAbs Therapeutics, Inc. becoming a private entity. There are no forward-looking statements regarding the company's future operations as a public entity.

Industry Context

This transaction represents a consolidation event within the biotechnology or pharmaceutical sector, where smaller companies are often acquired by larger entities for their pipeline, technology, or market position. The acquisition of Y-mAbs Therapeutics, Inc. by Perseus BidCo US, Inc. signifies a strategic move by the acquirer to integrate Y-mAbs' assets.

Corporate Governance

Related Party Transactions

• Dispositions of common stock held indirectly by Thomas Gad through GAD Enterprises LLC.
• Dispositions of common stock held indirectly by Thomas Gad through his children, who are deemed to share his household.

Stakeholder Impact

• Shareholders received $8.60 per share in cash for their common stock.
• Employees with equity awards (RSUs, PRSUs, stock options) had their holdings converted to cash based on the merger terms, providing liquidity.

Key Dates

Keywords

Y-mAbs Therapeutics, YMAB, Thomas Gad, SEC Form 4, Merger, Acquisition, Insider Trading, Beneficial Ownership, Stock Options, RSUs, Biotech, Pharmaceuticals