Genmab — Director's Dealing 2025

Dec 30, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Merus N.V. (MRUS)
CIK: 0001651311
Period of Report: 2025-12-26

Reporting Person: GENMAB A/S (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-12-26	Common Shares, nominal value EUR 0.09 per share	P	2978	$97.00	Acquired	72831487	Indirect
2025-12-29	Common Shares, nominal value EUR 0.09 per share	P	1052806	$97.00	Acquired	73884293	Indirect
2025-12-29	Common Shares, nominal value EUR 0.09 per share	P	75867199	$97.00	Disposed	0.00	Indirect

Footnotes

F1: The common shares, nominal value EUR 0.09 per share (each, a "Common Share," and collectively, the "Common Shares"), of the Issuer reported herein were held of record by Genmab Holding II B.V. ("Purchaser"), a wholly owned subsidiary of Genmab A/S ("Parent"). Parent, as the parent entity of Purchaser, beneficially owns the Common Shares reported herein.

F2: On December 12, 2025, Purchaser commenced a subsequent offering period during which Purchaser acquired an additional 1,365,432 Common Shares (as previously reported), as well as an additional 2,978 Common Shares on December 26, 2025 and 1,052,806 Common Shares on December 29, 2025. Parent, as the parent entity of Purchaser, beneficially owned the Common Shares held directly by Purchaser.

F3: On September 29, 2025, Parent, Purchaser and the Issuer entered into a transaction agreement (the "Transaction Agreement"). In accordance with the Transaction Agreement, Parent and Purchaser consummated the Back-End Merger (as defined in the Transaction Agreement) effective as of 6:00 p.m. New York City time on December 29, 2025 (12:00 a.m. Central European Time on December 30, 2025) and the Back-End Cancellation (as defined in the Transaction Agreement) effective as of 6:30 p.m. New York City time on December 29, 2025 (12:30 a.m. Central European Time on December 30, 2025).

F4: (Continued from footnote 3) As a result of the Back-End Merger and the Back-End Cancellation, each Common Share held by shareholders of the Issuer (other than Purchaser) as of immediately prior to the Back-End Merger (each, a "Minority Shareholder," and collectively, the "Minority Shareholders") was cancelled through the Back-End Merger and the Back-End Cancellation and converted into the right to receive an amount in cash equal to the product of (a) $97.00 and (b) the number of Common Shares held by such Minority Shareholder immediately prior to the Back-End Merger (the "Back-End Cancellation Consideration"), less any applicable withholding taxes, including any Dutch dividend withholding tax (dividendbelasting) due in respect of the Back-End Cancellation Consideration. No Common Shares of the Issuer remain outstanding following the Back-End Merger and the Back-End Cancellation.

F5: Pursuant to the Back-End Merger, Purchaser indirectly acquired an additional 1,982,906 Common Shares, which Common Shares were subsequently cancelled and converted into the right to receive cash pursuant to the Back-End Cancellation. Parent, as the parent entity of Purchaser, beneficially owned the Common Shares held directly by Purchaser.