What changed in this filing

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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-26 · 698 added, 670 removed, 1537 unchanged (47% of the section changed)

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In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As discussed in our Form 10-K for the year ended December 31, 2023, our management identified material weaknesses in our internal control over financial reporting related to:

• a lack of consistent and documented risk assessment procedures and control activities related to financial reporting, with a sufficient level of management review and approval, and adequate application of controls over information technology;

• failure to maintain a sufficient complement of personnel commensurate with its accounting and reporting requirements as it continues to grow as a company, and ability to:

(i) design and maintain formal accounting policies, including maintaining appropriate segregation of duties;

(ii) design and maintain controls over the preparation and review of journal entries and financial statements, including the fair presentation and disclosure of complex accounting matters.

Throughout the years ended December 31, 2023 and December 31, 2024, our management, under the oversight of the Audit Committee, executed the previously disclosed remediation plan which included the following measures:

• performed a detailed risk assessment;

• hired additional internal and external accounting resources, including third-party internal control advisors and technical accounting advisors;

• redesigned and documented critical processes and controls associated with internal control over financial reporting;

• designed and maintained formal accounting policies, procedures and controls over the fair presentation of our financial statements;

• implemented a new enterprise resource planning system;

• established proper segregation of duties and management review and approvals across all key business processes, applications and controls over information technology;

• designed, implemented and maintained controls over the preparation and review of journal entries and financial statements;

• designed, implemented and tested the operating effectiveness of internal controls over financial reporting and information technology;

• implemented management audit tooling to monitor control performance.

Management implemented the majority of the remediation plan in the year ended December 31, 2023 and further tested, strengthened and improved the Internal Control Framework in the year ended December 31, 2024, including performing operating effectiveness testing.

Our management completed operating effectiveness testing over the implemented remediation procedures and controls during the year ended December 31, 2024, and found them to be operating effectively.

As a result, management has concluded that the material weaknesses in internal control over financial reporting have been remediated as of December 31, 2024.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

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is contained in Item 15 of Part IV of this Annual Report.

Changes in Internal Control over Financial Reporting

Other than the remediation activities described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024, identified in connection with the evaluation required by Rules 13a‑15(d) and 15d‑15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2024 , none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.

Except as set forth below, during the three months ended December 31, 2025 , no ne of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.

On December 4, 2025 , John Kastelein , our Chief Scientific Officer and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 300,000 Ordinary Shares, subject to certain price thresholds and other conditions.

The arrangement's expiration date is March 12, 2026 .

There were no “non-Rule 10b5-1 trading arrangements,” as defined in Item 408(c) of Regulation S-K, entered into or terminated during the three months ended December 31, 2025 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The Board of Directors

Set forth below are the names and certain information about each of our directors as of February 26, 2025.

The information presented includes each director’s age, term and principal occupation.

Biographical information for each director is included below the table.

Biographical information as of February 18, 2026 and the experience, qualifications, attributes and skills that led our Nomination and Corporate Governance Committee and our Board of Directors to determine that each individual should continue to serve on the Board are discussed below.

Positions and Offices Held

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Vice Chair, Non-Executive Director

Nicholas Downing, M.D.

Non-Executive Director

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Non-Executive Director

McKenna and Wouter Joustra were appointed by the Board of Directors as temporary non-executive directors on July 16, 2024 to fulfill vacant positions within the Board of Directors until their formal appointment at the next annual General Meeting.

Employee Directors

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Davidson currently serves on the board of directors of Tenax Therapeutics, Inc.

TENX), Silence Therapeutics plc (Nasdaq:

SLN) and BioAge Labs, Inc.

Davidson also serves on the boards of four private biotechnology companies, Sonothera, NanoPhoria Bioscience, Jocasta Neuroscience and Abcentra.

TENX), and BioAge Labs, Inc.

Davidson also serves on the boards of four private biotechnology companies, Sonothera, Jocasta Neuroscience and Abcentra.

Davidson received his B.A.

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from The Ohio State University School of Medicine.

We believe Dr.

Our Nomination and Corporate Governance Committee and our Board believe Dr.

Davidson’s extensive experience in the field of cardiology and his prior management experience provide him the qualifications and skills to serve on the Board of Directors.

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Kastelein published his first clinical research on CETP-inhibition in the New England Journal of Medicine in 1997.

We believe Dr.

Our Nomination and Corporate Governance Committee and our Board believe Dr.

Kastelein’s deep scientific and medical knowledge about NewAmsterdam Pharma’s product candidate and his experience in senior management, provide Dr.

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Lewis has served as a member of the Board of Directors and Chair since January 2024.

Lewis has more than 30 years of executive experience in the pharmaceutical and finance industries both in the United States and internationally.

Lewis has served as President, Chief Executive Officer and director at Insmed Incorporated (“Insmed”) since 2012 and has served as Chair of Insmed’s board of directors since November 2018.

Prior to joining Insmed in 2012, Mr.

Lewis served as Co-Founder, President, and Chief Financial Officer of Aegerion Pharmaceuticals, Inc.

from 2005 until 2011.

Lewis’ time at Aegerion, he spent approximately 10 years working in investment banking in the United States and Europe.

Will joined Insmed in 2012 as President and Chief Executive Officer and as a member of the board of directors.

He became Chair of the Board of Directors in November 2018.

Will is the former Co-Founder, President, and Chief Financial Officer of Aegerion Pharmaceuticals, Inc.

AEGR), and previously spent more than 10 years working in investment banking in the U.S.

He also previously worked for the U.S.

Lewis holds a J.D.

with Honors and an M.B.A., both from Case Western Reserve University, and a B.A., cum laude , from Oberlin College.

He is a member of the Board of Trustees of Case Western Reserve University and of BioNJ, the life sciences association for New Jersey.

We believe that Mr.

Will holds a Bachelor of Arts degree cum laude from Oberlin College as well as a Master of Business Administration and a Juris Doctor with Honors from Case Western Reserve University.

Our Nomination and Corporate Governance Committee and our Board believe that Mr.

Lewis’ significant experience as a public company executive in the life sciences industry and his other professional experience in the finance industry provide him the qualifications and skills to serve on the Board of Directors.

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from Azusa Pacific University.

We believe that Mr.

Our Nomination and Corporate Governance Committee and our Board believe that Mr.

McKenna’s significant experience as a public company executive in the life sciences industry and his other professional experiences provide him the qualifications and skills to serve on the Board of Directors.

Downing, M.D., has served as a member of the Board of Directors since November 2022.

Downing currently serves as a Managing Director of Bain Capital Life Sciences, L.P., a private equity fund that invests in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies globally, which he joined in 2018.

Prior to joining Bain Capital, Dr.

Downing was a resident physician at the Brigham and Women’s Hospital in Boston, where he cared for patients on the inpatient medical service and in the outpatient clinic.

Throughout his medical career, Dr.

Downing has been an active health policy researcher and is the author of more than 40 articles in peer-reviewed scientific literature.

Prior to his medical career, Dr.

Downing was a consultant at McKinsey and Company where he worked with clients in the pharmaceutical, hospital and financial services industries on a wide range of strategic problems.

Downing graduated from Harvard College magna cum laude with a degree in chemistry.

He received an M.D.

cum laude from Yale University School of Medicine.

We believe that Dr.

Downing’s medical experience, as well as his experience investing and serving on the boards of life science companies provide Dr.

Downing with the qualifications and skills to serve on the Board of Directors.

Adele Gulfo .

Adele Gulfo has served as a member of the Board of Directors since April 2025.

Gulfo currently serves on the Board of Directors of Tyra Biosciences, Inc.

TYRA), a publicly traded biotechnology company, and Enpro Inc.

NPO), a publicly traded industrial technology firm.

She also serves on the board of Battelle, a $13B applied science and technology organization and one of the world’s largest independent research and development enterprises, supporting mission-critical innovation across national security, health, advanced engineering, and government and commercial sectors.

In addition, she is a member of the Innovation Growth Board at Mass General Brigham, the largest hospital-based research enterprise in the United States.

Gulfo most recently served as Chief Executive Officer of the Biopharma Commercial Unit at Sumitomo Pharma America, Inc.

(“Sumitomo”), where she led the organization through strong revenue growth and meaningful profit improvement across a diverse portfolio spanning oncology, rare disease, urology, neurology, and women’s health.

Previously, she served as Chief Commercial and Business Development Officer at Sumitovant Biopharma, Inc.

(“Sumitovant”) from 2020 to 2023 until its integration into Sumitomo.

Prior to that, she served as Chief Commercial Development Officer at Roivant Sciences Ltd., where she played a key role in the formation of Sumitovant and was instrumental in launch preparations and commercialization for several key brands, including ORGOVYX®, GEMTESA®, RETHYMIC®, and MYFEMBREE®.

Earlier in her career, Ms.

Gulfo held several senior leadership roles at Pfizer Inc.

(“Pfizer”), including President and General Manager of Pfizer’s U.S.

Primary Care Business Unit and Country Manager for Pfizer’s U.S.

Biopharma Business, where she oversaw market access and commercial operations across the Primary Care, Specialty, and Oncology divisions, and led the launch of LIPITOR®.

Gulfo holds a B.S.

in Biology from Seton Hall University and an M.B.A.

in Marketing from Fairleigh Dickinson University.

Our Nomination and Corporate Governance Committee and our Board believe that Ms.

Gulfo’s extensive experience as an executive in the life sciences industry and in particular her experience with the commercial launch of multiple therapies, provide her the qualifications and skills to serve on the Board of Directors.

Wouter Joustra.

Wouter Joustra has served as a member of the Board of Directors since July 2024.

Joustra currently serves as a General Partner at Forbion, a leading global life sciences venture capital firm with deep expertise in Europe, where his responsibilities include deal origination, general portfolio management and divestment strategies.

Wouter Joustra is a General Partner at Forbion, a leading European life sciences venture capital firm.

At Forbion, Mr.

Joustra is responsible for general fund management, private, cross-over and public investments.

Joustra focuses on Forbion’s Growth Opportunities Funds, which concentrates on investing in late-stage life sciences companies.

Prior to joining Forbion in 2019, Mr.

Joustra was a Senior Trader and Executive Board member of the life sciences franchise at Kempen, a European boutique investment bank, where he was responsible for managing Kempen’s trading portfolio and was involved in deal structuring, equity capital markets transactions, and larger block trades.

Joustra currently serves on the board of directors of VectorY Therapeutics, Beacon Therapeutics, EnGene Holdings Inc.

ENGN), Navigator Medicines and Verdiva Bio.

Joustra previously served as a member of the board of directors of several companies, including Gyroscope Therapeutics Holdings plc until the closing of its acquisition by Novartis AG in February 2022, VectivBio AG (Nasdaq:

VECT) from December 2022 until the closing of its acquisition by Ironwood Pharmaceuticals, Inc.

in December 2023, Aiolos Bio, Inc.

until the closing of its acquisition by GSK plc in February 2024 and Forbion European Acquisition Corporation, a special purpose acquisition company, until its completion of the business combination with EnGene Holdings Inc.

in October 2023.

Joustra previously was a Senior Trader, as well as Executive Board member of the Life Sciences franchise at Kempen, a European boutique investment bank.

Joustra also served as a member of the board of directors of Gyroscope Therapeutics until the closing of its acquisition by Novartis in February 2022 for up to $1.5 billion, the board of directors of VectivBio (NASDAQ:

VECT) from December 2022 until the closing of its $1.2 billion acquisition by Ironwood Pharmaceuticals in December 2023, the board of directors of Aiolos Bio until the closing of its acquisition by GSK plc in February 2024 for up to $1.4 billion and the board of Forbion’s SPAC vehicle until the completion of the business combination of enGene Holdings Inc.

ENGN) in October 2023.

Currently Mr.

Joustra serves on the board of directors of VectorY Therapeutics, NewAmsterdam Pharma N.V.

NAMS), Beacon Therapeutics, Navigator Medicines, Verdiva Bio and VOR Biopharma (NASDAQ:

Joustra holds an M.Sc.

in Business Administration and a B.Sc.

in International Business and Management from the University of Groningen.

We believe that Mr.

in Business Administration from the University of Groningen, and a B.Sc.

in International Business and Management from this same university.

Our Nomination and Corporate Governance Committee and our Board believe that Mr.

Joustra’s board experience and significant experience as an investor in the life sciences industry provide him the qualifications and skills to serve on the Board of Directors.

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Lange founded and served as the chief executive officer and chairman of CV Therapeutics, Inc.

CVTX) from 1990 until 2019,

and as a senior advisor to Gilead Sciences, Inc.

CVTX) from 1990 until 2019, and as a senior advisor to Gilead Sciences, Inc.

from 2009 until 2019, following its acquisition of CV Therapeutics.

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in Biological Chemistry, also from Harvard University.

We believe that Dr.

Our Nomination and Corporate Governance Committee and our Board believe that Dr.

Lange’s board experience, medical background and experience as a public company officer, provide Dr.

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Smither also has 15 years’ experience as a practicing CPA (inactive), including time spent as an audit partner with Ernst & Young LLP.

We believe that Mr.

Our Nomination and Corporate Governance Committee and our Board believe that Mr.

Smither’s experience as the Chief Financial Officer for a number of public companies and his experience serving on the board of directors and audit committees of other public life science companies provide Mr.

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He currently represents Frazier on the boards of companies such as Phathom Pharmaceuticals, Inc.

PHAT), Lassen Therapeutics, Seraxis Holdings, Inc., Enlaza Therapeutics, Inc., Attovia Therapeutics, Inc., Architect Therapeutics and Serum Detect, Inc.

PHAT), Diagonal Therapeutics, Inc., Counterakt Therapeutics, Inc., Enlaza Therapeutics, Inc., Attovia Therapeutics, Inc., and Architect Therapeutics, Inc.

In 2011 and 2016, Dr.

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from the University of Michigan.

We believe that Dr.

Our Nomination and Corporate Governance Committee and our Board believe that Dr.

Topper’s experience overseeing Frazier’s investments in biotechnology, his experience in senior management positions and his significant knowledge of industry, medical and scientific matters, provide Dr.

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in chemistry from Utrecht University and M.B.A.

We believe that Ms.

Our Nomination and Corporate Governance Committee and our Board believe that Ms.

van der Kamp’s operational experience in the pharmaceutical industry and business development experience provide Ms.

van der Kamp that qualifications and skills to serve on the Board of Directors.

Arrangements and Understandings

Topper and Downing were designated to serve on the Board of Directors by FLAC, and Dr.

Davidson, Dr.

Kastelein and Dr.

Lange were initially designated by NewAmsterdam Pharma pursuant to the terms of the Business Combination Agreement.

Arrangements Related to Election or Nomination of Directors

Topper was initially designated to serve on our Board by FLAC, and Drs.

Davidson, Kastelein and Lange were initially designated by NewAmsterdam Pharma pursuant to the terms of the Business Combination Agreement.

Other than the initial appointments of Drs.

Topper, Davidson, Kastelein and Lange pursuant to the Business Combination Agreement, there are no arrangements or understandings between a director and any other person pursuant to which such person was elected as director, and there are no such arrangements or understandings pursuant to which any person is presently being nominated as a director.

Our Executive Officers

The following table sets forth certain information concerning our executive officers as of February 26, 2025.

Biographical information regarding our executive officers as of February 18, 2026 is set forth below.

Our executive officers are appointed by, and serve at the pleasure of, our Board of Directors.

Michael Davidson, M.D.

Chief Executive Officer

Juliette Audet

Chief Business Officer

William "BJ" Jones

Chief Commercial Officer

John Kastelein, M.D., Ph.D.

Chief Scientific Officer

Douglas Kling

Chief Operating Officer

Chief Accounting Officer

Chief Financial Officer

Chief Accounting Officer

Michael Davidson .

Davidson’s biography is included in the section above titled “—The Board of Directors.”

Juliette Audet.

Juliette Audet has served as the Company’s Chief Business Officer since April 2024.

Audet previously served on the NewAmsterdam Pharma board from November 2020 until April 2024.

Prior to joining NewAmsterdam Pharma, Ms.

Audet was a partner at Forbion from January 2021 until March 2024 and before that, a principal at Forbion from October 2019 until December 2020.

Prior to joining Forbion, Ms.

Audet was a Principal at Novartis Venture Fund based in Cambridge, Massachusetts from January 2018 until July 2019.

Audet received an M.B.A., with distinction, from Harvard Business School and her M.Sc in physics from EPFL (Lausanne, Swiss Federal Institute of Technology).

William "BJ" Jones.

BJ Jones joined the Company in August 2023 as its Chief Commercial Officer where he is responsible for building and leading all commercial and medical affairs functions, including marketing, market access, sales, medical science engagement and enterprise operations.

Prior to joining the Company, Mr.

Jones most recently served as Chief Commercial Officer, Migraine and Common Diseases of Biohaven Pharmaceuticals Holding Company Ltd., a biopharmaceutical company, from April 2019 to December 2022, where he was responsible for building the company’s commercial capability and launching its first FDA-approved product (Nurtec ODT), including through Biohaven’s acquisition by Pfizer in October 2022.

Prior to Biohaven, Mr.

Jones served as Vice President, Head of Sales and Commercial Operations for the general medicine business unit of Takeda Pharmaceutical Company Limited (NYSE:

TAK) from January 2016 to March 2019.

Jones currently serves on the board of directors of Apogee Therapeutics, Inc.

APGE) and Annexon Biosciences, Inc.

Jones received a B.S.

in human factors engineering from the U.S.

Air Force Academy, an M.S.

in industrial engineering from Texas A&M University and an M.B.A.

from the Stanford University Graduate School of Business.

John Kastelein .

Kastelein’s biography is included in the section above titled “—The Board of Directors.”

Douglas Kling .

Douglas Kling joined the Company in March 2021 as its Chief Operating Officer.

Prior to joining NewAmsterdam Pharma, Mr.

Kling served as the Senior Vice President of Clinical Development at Corvidia Therapeutics, Inc.

from December 2017 until February 2021.

From March 2015 until November 2017, Mr.

Kling served as the Senior Vice President, Clinical Development at Matinas BioPharma Holdings, Inc.

Kling earned a B.S.

from Duke University and an M.B.A.

from Rutgers Business School.

Louise Kooij .

Louise Kooij joined the Company as its Chief Financial Officer in May 2020.

In January 2023, Ms.

Kooij was appointed as the Company’s Chief Accounting Officer and served in that role until March 2023 when she was appointed Interim Chief Financial Officer.

In October 2023 Ms.

Kooij was appointed as the Company's Chief Accounting Officer.

Kooij previously spent 18 years working in various finance roles at Genzyme Europe B.V.

("Genzyme"), a multinational biotechnology company.

During her tenure at Genzyme, she led the European and Global FP&A team, many European finance projects, the European integration of Genzyme into Sanofi, the integration of acquisitions into Sanofi, the European Business Operations Team as well as the Rare Disease unit in Central and Eastern Europe.

Before joining Genzyme, Ms.

Kooij worked as a certified auditor at PricewaterhouseCoopers as well as other audit firms for seven years.

Since May 2020, Ms.

Kooij has also served as an independent consultant in the role of chief financial officer to other private biotechnology start-ups.

Kooij received a master’s degree from Nyenrode Business University and her auditing degree from Hogeschool Markus Verbeek.

Ian Somaiya .

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Somaiya served as the Chief Financial and Business Officer at Elucida Oncology, Inc.

from November 2021 until July 2023, were he was responsible for fundraising and overall corporate strategy.

from November 2021 until July 2023, where he was responsible for fundraising and overall corporate strategy.

From April 2018 until November 2021, Mr.

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Ltd., Piper Jaffray Companies and Thomas Weisel Partners Group, Inc.

Somaiya began his career as a research analyst at Morgan Stanley and Prudential Securities and was recognized as “Best on the Street” by the Wall Street Journal for his

coverage on biotechnology in 2006, 2007 and 2008.

Somaiya began his career as a research analyst at Morgan Stanley and Prudential Securities and was recognized as “Best on the Street” by the Wall Street Journal for his coverage on biotechnology in 2006, 2007 and 2008.

Somaiya received a Bachelor of Arts degree in biology and neuroscience from New York University.

Louise Kooij .

Louise Kooij joined the Company as its Chief Financial Officer in May 2020.

In January 2023, Ms.

Kooij was appointed as the Company’s Chief Accounting Officer and served in that role until March 2023 when she was appointed Interim Chief Financial Officer.

In October 2023 Ms.

Kooij was appointed as the Company's Chief Accounting Officer.

Kooij previously spent 18 years working in various finance roles at Genzyme Europe B.V.

("Genzyme"), a multinational biotechnology company.

Before joining Genzyme, Ms.

Kooij worked as a certified auditor at PricewaterhouseCoopers as well as other audit firms for seven years.

Since May 2020, Ms.

Kooij has also served as an independent consultant in the role of chief financial officer to other private biotechnology start-ups.

Kooij received a master’s degree from Nyenrode Business University and her auditing degree from Hogeschool Markus Verbeek.

Family Relationships

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Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics which outlines the principles of legal and ethical business conduct under which we will do business.

The code of business conduct and ethics includes a provision that provides for a process by which employees and directors can report potential irregularities.

The code of business conduct and ethics also provides protection from retaliation or discrimination by the Company against whistleblowers due to reporting issues relating to compliance with applicable laws and regulations.

This code applies to all of our employees, officers and directors.

Our code of business conduct and ethics is available on our website at https://ir.newamsterdampharma.com/corporate-governance/governance-overview .

We have adopted a written Code of Business Conduct and Ethics ("Code of Conduct") which outlines the principles of legal and ethical business conduct under which we will do business.

The Code of Conduct includes a provision that provides for a process by which employees and directors can report potential irregularities.

The Code of Conduct also provides protection from retaliation or discrimination by the Company against whistleblowers due to reporting issues relating to compliance with applicable laws and regulations.

The Code of Conduct applies to all of our employees, officers and directors.

The Code of Conduct is available on our website at https://ir.newamsterdampharma.com/corporate-governance/governance-overview .

Our website and its contents are not incorporated into this annual report.

Our Chief Legal Officer and Nomination and Corporate Governance Committee are responsible for overseeing the Code of Conduct.

Any waiver of the Code of Conduct for our executive officers or directors must be approved by the Nomination and Corporate Governance Committee, and any waiver for any other employee must be approved by the Chief Legal Officer.

We intend to disclose any future amendments to, or waivers from, our Code of Conduct within four business days of the waiver or amendment through a posting on our website.

Insider Trading Policies and Procedures

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It is also the Company’s policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable stock exchange listing standards, when the Company engages in transactions in the Company’s securities.

The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

The Company believes that its insider trading policy and procedures are

reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report.

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Qualified candidates will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.

The nomination and corporate governance committee does not have a formal policy with respect to director candidates recommended by shareholders but may consider candidates it deems qualified from any source.

The Board of Directors believes retaining the flexibility to consider a director candidate or ignore a director candidate if it determines doing so is in the best interest of the Company.

If the nomination and corporate governance committee approves a candidate for further review they will establish an interview process for the candidate.

The nomination and corporate governance committee will also take into consideration the candidate’s personal attributes, including, without limitation, personal integrity, loyalty, ability to apply sound and independent business judgment, awareness of a director’s vital part in our good corporate citizenship and image, time available for meetings and consultation on our matters and willingness to assume broad, fiduciary responsibility.

Our Nomination and Corporate Governance Committee does not have a formal policy with respect to director candidates recommended by shareholders but may consider candidates it deems qualified from any source.

The Board believes retaining the flexibility to consider a director candidate or ignore a director candidate if it determines doing so, is in the best interest of the Company.

If our Nomination and Corporate Governance Committee approves a candidate for further review they will establish an interview process for the candidate.

Our Nomination and Corporate Governance Committee will also take into consideration the candidate’s personal attributes, including, without limitation, personal integrity, loyalty, ability to apply sound and independent business judgment, awareness of a director’s vital part in our good corporate citizenship and image, time available for meetings and consultation on our matters and willingness to assume broad, fiduciary responsibility.

Audit Committee

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• overseeing the Company’s accounting, financial reporting and internal controls processes;

• overseeing the Company’s compliance with legal and regulatory requirement, including related to cybersecurity and compliance with the code of business conduct and ethics;

• overseeing the Company’s compliance with legal and regulatory requirements, including related to cybersecurity, and the Company's whistleblower hotline;

• overseeing the selection, qualifications, independence, and performance of the Company’s independent registered public accounting firm;

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The Audit Committee has the authority to retain independent counsel and advisors to assist in carrying out its responsibilities.

Each member of the Audit Committee is an “independent director,” as such term is defined in Nasdaq Rule 5605(a)(2) and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act.

The Board of Directors has also determined that each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one member of the Audit Committee has past employment experience in finance or accounting.

Each member of the Audit Committee is an “independent director,” as such term is defined in Nasdaq Listing Rule 5605(a)(2) and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act.

The Board of Directors has also determined that each of the Audit Committee members is able to read and understand fundamental financial statements.

The Board of Directors has determined that Mr.

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Chief Financial Officer

Chief Accounting Officer

John Kastelein, M.D., Ph.D.

Chief Scientific Officer

Juliette Audet

Chief Business Officer

Douglas Kling

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Annual Bonus Plan

• Variable cash compensation based on the level of achievement of pre-determined annual corporate goals and personal performance.

• Variable cash compensation based on the level of achievement of pre-determined annual corporate goals, contribution to the corporate goals and personal performance.

• Promote and reward the achievement of key annual strategic, business and operational goals.

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Right to purchase shares at a price equal to the share price on the grant date.

• Restricted share units.

• Motivate and reward achievement of multi-year strategic goals and delivery of sustained long-term value to shareholders, as well as attract and retain executive officers.

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The Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making.

We develop a peer group of companies based on industry, development stage, therapeutic focus, research and development expense, market capitalization, employee headcount, and number of years as a public company to reference for compensation decisions.

We develop a peer group of companies based on industry, development stage, therapeutic focus, market capitalization, employee headcount, and number of years as a public company to reference for compensation decisions.

We maintain a clawback policy compliant with SEC and Nasdaq rules.

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No Hedging or Pledging of Company Securities

We prohibit officers and non-employee directors from engaging in hedging, pledging or short sale transactions in Company securities.

We prohibit officers and directors from engaging in hedging, pledging or short sale transactions in Company securities.

We do not provide material perquisites to executive officers.

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The Board of Directors and the Compensation Committee determine the compensation of individual directors and executive officers with due observance of the compensation policy to the extent applicable.

We did not consider the results of any shareholder advisory vote on the 2024 compensation of our NEOs, as no such vote was required due to our status as an “emerging growth company” as of December 31, 2024.

At our 2025 General Meeting, our shareholders approved the compensation of our named executive officers by a non-binding, advisory vote with over 98% of the votes cast on the proposal voting "FOR" approval.

The Compensation Committee and Board considered the results of this advisory vote in connection with its annual review of our executive compensation practices.

Role of the Compensation Committee

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however, decisions may occur during the year for new hires, promotions or other special circumstances as the Compensation Committee determines appropriate.

Role of the CEO and Management

The Compensation Committee generally seeks the input of our Chief Executive Officer ("CEO") when discussing the performance of, and compensation for, our executive officers, including the NEOs other than the CEO.

Our CEO is instrumental in developing both our annual and long-term strategic objectives and goals, which are reviewed and approved by the Compensation Committee and the Board of Directors.

Our CEO is also instrumental in providing perspective on our performance against those goals.

Our CEO reviews the performance of the other executive officers, including the other NEOs, annually and presents his conclusions to the Compensation Committee.

Our CEO then provides corresponding compensation recommendations, including as to base salary adjustments, annual performance-based cash compensation targets and payouts, and equity awards.

The Compensation Committee considers the CEO’s input as one factor in its deliberations to determine the compensation of our executive officers, including the other NEOs.

The Compensation Committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO.

While the CEO may attend Compensation Committee meetings, the CEO may not be present during voting or deliberations on his compensation and does not play a role in determining his compensation.

In addition, other members of management may attend Compensation Committee meetings to provide background information or advice, or to answer questions posed by members of the Compensation Committee, including with respect to the financial, accounting, tax and retention implications of various compensation decisions.

Role of the Chief Executive Officer and Management

The Compensation Committee generally seeks the input of our Chief Executive Officer when discussing the performance of, and compensation for, our executive officers, including the NEOs other than the Chief Executive Officer.

Our Chief Executive Officer is instrumental in developing both our annual and long-term strategic objectives and goals, which are reviewed and approved by the Compensation Committee and the Board of Directors.

Our Chief Executive Officer is also instrumental in providing perspective on our performance against those goals.

Our Chief Executive Officer reviews the performance of the other executive officers, including the other NEOs, annually and presents his assessments to the Compensation Committee.

Our Chief Executive Officer then provides corresponding compensation recommendations, including as to base salary adjustments, annual performance-based cash compensation targets and payouts, and equity awards.

The Compensation Committee considers the Chief Executive Officer’s input as one factor in its deliberations to determine the compensation of our executive officers, including the other NEOs.

The Compensation Committee gives significant weight to the recommendations of the Chief Executive Officer in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the Chief Executive Officer.

While the Chief Executive Officer may attend Compensation Committee meetings, the Chief Executive Officer may not be present during voting or deliberations on his compensation and does not play a role in determining his compensation.

In addition, other members of management may attend Compensation Committee meetings to provide background information or advice, or to answer questions posed by members of the Compensation Committee, including with respect to the financial, accounting, tax, legal and retention implications of various compensation decisions.

Role of the Independent Compensation Consultant

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The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules.

In 2024, the Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest.

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest.

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program in 2025, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

Consideration of Comparative Market Data

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In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes.

In October 2023, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2024 would consist of Phase 2 and Phase 3 biopharmaceutical/biotechnology companies.

In October 2024, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2025 would consist of Phase 2, Phase 3 and NDA/BLA biopharmaceutical/biotechnology companies.

In general, the selection criteria consisted of the following:

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• fewer than 150 employees;

• preference given to companies that went public within the last five years.

• preference given to companies that went public within the last 5 years.

Based on these criteria, the peer group for setting 2025 compensation consisted of the following 24 companies:

4D Molecular Therapeutics, Inc.

Geron Corporation

Pliant Therapeutics, Inc.

Humacyte, Inc.

PMV Pharmaceuticals, Inc.

IDEAYA Biosciences, Inc.

Replimune Group, Inc.

Akero Therapeutics, Inc.

Immunovant, Inc.

Scholar Rock Holding Corporation

Akero Therapeutics, Inc.

IDEAYA Biosciences, Inc.

SpringWorks Therapeutics, Inc.

Belite Bio, Inc.

Inhibrx, Inc.

Immunovant, Inc.

Structure Therapeutics Inc.

Biohaven Ltd.

Iovance Biotherapeutics, Inc.

Summit Therapeutics, Inc.

Cogent Biosciences, Inc.

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Krystal Biotech, Inc.

Ventyx Biosciences, Inc.

Vera Therapeutics, Inc.

Cullinan Oncology, Inc.

Madrigal Pharmaceuticals, Inc.

Vera Therapeutics, Inc.

Pliant Therapeutics, Inc.

Viking Therapeutics, Inc.

The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group as one reference point in the compensation-setting process along with various other factors, such as the executive’s performance, experience, and competitive market conditions.

Additionally, when considering the establishment of 2024 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2024 peer group long-term incentive market data with data derived from the Radford 2023 Global Life Science Survey for public pre-commercial biopharma companies with under 150 employees.

Additionally, when considering the establishment of 2025 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2025 peer group long-term incentive market data with data derived from the Radford 2024 Global Life Science Survey for public pre-commercial biopharma companies.

This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time.

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CEO and NEO Pay Mix

Though the Compensation Committee has not adopted any formal or informal policies or guidelines that specify the allocation of compensation between these three elements, consistent with our “pay-for-performance” philosophy, the Compensation Committee has determined that NEO compensation packages must include an emphasis on and substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent.

determined that NEO compensation packages must include an emphasis on and substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent.

The Compensation Committee considers compensation to be at-risk if it is subject to performance-based payment or vesting conditions or if its value depends on share price appreciation.

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The following pay mix pie chart graphics illustrate our emphasis on variable, at-risk pay and long-term incentives.

The percentages of target total direct compensation as calculated above are based on the annualized 2024 base salary, the 2024 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual option grants to NEOs.

The percentages of target total direct compensation as calculated above are based on the annualized 2025 base salary, the 2025 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual equity grants to NEOs.

Each compensation element is described in this section and outlined in more detail in the Summary Compensation Table and Grants of Plan-Based Awards table below.

We provide our executive officers with fixed cash compensation in the form of a base salary.

In establishing base salaries, the Compensation Committee exercises its judgment and discretion and considers several factors, including the performance of the individual executive officer, the officer’s potential to contribute to our long-term strategic goals, the officer’s role and scope of responsibilities within our Company, individual experience and skills, the officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, competitive market dynamics for the position, and (with respect to other NEOs) the input of our CEO.

None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

Annual base salaries for our NEOs for the positions they held as of December 31, 2024, as compared with their annual base salaries as of December 31, 2023, were as follows:

Annual base salaries for our NEOs as of December 31, 2025, as compared with their annual base salaries as of December 31, 2024, were as follows:

2025 Base Salary

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Michael Davidson, M.D.

Ian Somaiya (1)

Louise Kooij (1)

John Kastelein, M.D., Ph.D.

Juliette Audet (3)

Douglas Kling

(1) The 2023 Base Salary for Mr.

Somaiya represents his annualized compensation.

Somaiya was paid a pro rata amount for the portion of the year he served, which started from October 2023.

Kastelein is paid his salary and bonus in Euros.

The table above presents Dr.

Kastelein’s compensation converted into USD at a rate of $1.0824 per Euro, which was the average exchange rate as published by the European Central Bank for 2024.

Audet is paid her salary and bonus in Swiss francs.

Kooij and Dr.

Kastelein are paid their salaries and bonuses in Euros.

The table above presents Ms.

Audet’s annualized compensation converted into USD at a rate of $1.1337 per Swiss franc, based upon a nine-month average rate during the period from April 1, 2024 through December 31, 2024.

Kooij and Dr.

Kastelein's compensation converted into USD at a rate of $1.130 per Euro, which was the average exchange rate as published by the European Central Bank for 2025.

Annual Performance-Based Cash Bonus

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The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect for the year and multiplying it by the individual’s target incentive percentage.

Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive.

Among other factors,

the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive.

For 2025, our NEOs had the following annual cash bonus targets:

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John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

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As a pre-commercial biopharmaceutical company, we do not have material revenue or profits at this stage, and our success is measured by achievement of research and development milestones and other key strategic and operational goals.

In evaluating corporate performance, the Compensation Committee considered our achievement against the 2024 corporate goals as follows:

• Clinical development goals to progress our product candidate (relative weighting 40%, or plus 75% upon achievement of stretch goals);

• Chemistry, Manufacturing and Controls goals relating to on-time supply for clinical trials and launch readiness (5%);

• Finance goals of assuring adequate funding for current activities and a reasonable runway (20%);

• Intellectual Property, Operations and Business Development goals related to patents, trademarks and regulatory requirements, hiring for new key positions, and initiating various business development activities (15%, or plus 25% upon achievement of stretch goals);

• Commercial / Medical Affairs goals, including the development and execution of launch plan in multiple markets (20%).

These goals were reviewed and approved by the Compensation Committee (and the Board, with respect to our Chief Executive Officer) in February 2025 and then later revised by the Compensation Committee in August 2025 (and the Board, with respect to our Chief Executive Officer) solely to adjust the weighting of certain of the goals based on the Compensation Committee's view of the importance of such goals at the time.

The Compensation Committee (and the Board, with respect to our Chief Executive Officer) approved the following corporate goals and weightings for 2025.

While each area had specific goals, the goals themselves are not disclosed below due to commercial and business sensitivities:

• Launch Readiness :

goals that progress the work in regulatory, supply chain and commercial related to potential commercial launch in various markets (weighted 25%);

• Clinical Development :

goals that progress our product candidates with a particular focus on execution and quality for PREVAIL (weighted 25%);

• Scientific Leadership :

goals that position our product candidates as innovative in the therapeutic area (weighted 25%);

• Financial Sustainability and Corporate Strategies :

goals that advance long-term company growth (weighted 15%);

• Employee Experience and Engagement :

goals that ensure a focus on employees and a positive work environment (weighted 10%).

Corporate Performance Goals and Related Payouts.

If we do not achieve an objective of corporate performance, there is no corresponding amount to be included in the payout related to that element.

If we achieve the objective, the Compensation Committee will authorize a payout of the portion of the overall opportunity allocated to that element;

if we exceed the objective by achieving a stretch goal, the Compensation Committee may, in its discretion, authorize a higher payout, but the total payout will not exceed 200% of an executive’s overall target incentive.

If we achieve the objective, the Compensation Committee will authorize a payout of the portion of the overall opportunity allocated to that element, and if we exceed the objective by achieving a stretch goal, the Compensation Committee may, in its discretion, authorize a higher payout, but the total payout will not exceed 200% of an executive’s overall target incentive.

2025 Achievement of Corporate Goals.

In January 2025, the Compensation Committee met to consider how the Company had performed against corporate performance goals.

While the Compensation Committee considered management’s views regarding their 2024 achievements, the Compensation Committee made an independent determination regarding corporate performance, which included consideration of the following:

Clinical Research

In 2024, we announced updated clinical results for the following:

• In April, we announced that we met the enrollment target for PREVAIL, the Phase 3 clinical trial evaluating obicetrapib in adult patients with a history of ASCVD, whose LDL-C is not adequately controlled, despite being on maximally tolerated lipid-lowering therapy.

Driven by strong patient and physician interest globally, we extended enrollment to the end of April and randomized over 9,500 patients.

• In May, we announced the initiation of REMBRANDT, a Phase 3 clinical trial evaluating obicetrapib and ezetimibe against placebo on coronary atherosclerotic plaque characteristics in adults with or at high-risk for atherosclerotic cardiovascular disease.

• In July, we announced positive statistically significant results from BROOKLYN, the first of two pivotal Phase 3 trials of obicetrapib.

This trial evaluated the efficacy and safety of 10 mg obicetrapib compared to placebo and showed that obicetrapib has a substantial and rapid effect on LDL levels.

Obicetrapib was also observed to be well tolerated, with safety results comparable to placebo and no increase in blood pressure.

• In November, we announced positive topline results from TANDEM, the Phase 3 trial evaluating obicetrapib and ezetimibe fixed-dose combination.

These results will support our global regulatory filings for the 10 mg obicetrapib and 10 mg ezetimibe fixed-dose combination in adult patients with HeFH and/or ASCVD or multiple ASCVD risk factors, which will potentially offer a simple, once-daily treatment capable of significantly reducing LDL-C and improve cardiovascular outcomes.

• In December, we announced positive topline data from a pivotal Phase 3 BROADWAY clinical trial evaluating obicetrapib in patients with atherosclerotic cardiovascular disease and/or heterozygous familial hypercholesterolemia.

• In February, we completed an upsized public offering of 5,871,909 ordinary shares and 4,736,841 pre-funded warrants, generating net proceeds of $190.0 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.

The offering attracted several new and existing investors.

• In April, we appointed Juliette Audet as Chief Business Officer.

• In June, we announced the USPTO issued U.S.

12,006,305, titled “Salts of Obicetrapib and Processes for their Manufacture and Intermediates Thereof.” The patent contains claims covering amorphous obicetrapib hemicalcium, the solid form that will be used in the Company’s products and will be listed in the FDA’s “Orange Book” as a drug substance patent, if approved.

The issuance of this composition of matter patent provides intellectual property protection for obicetrapib until July 2043.

• In December, we completed an upsized public offering of 14,667,347 ordinary shares and 4,882,653 pre-funded warrants, generating net proceeds of $453.4 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.

The offering attracted several new and existing investors.

In January 2026, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) met to assess the Company’s performance against the corporate performance goals for 2025.

While the Compensation Committee considered the Chief Executive Officer’s views regarding the Company’s 2025 performance, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) made an independent determination regarding corporate performance, which included consideration of, among others, the key achievements set forth below.

Based on this assessment, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) determined that the overall corporate achievement level was 122.5%.

Launch Readiness:

Significant achievements in the supply chain, meeting both US and EMA standards.

Filings for EMA approval submitted in summer of 2025 ahead of schedule.

Clinical Development:

Quality metrics for PREVAIL trail exceeded goal.

Leveraged enhanced data modeling capability for study projections.

Scientific Leadership:

35 abstracts presented, 7 published articles in top tier journals.

In June and July 2025, announced positive data from the prespecified Alzheimer's disease biomarker analysis in the BROADWAY clinical trial and presented at the 2025 Alzheimer’s Association International Conference.

Financial Sustainability / Corporate Strategies:

Year-end cash, cash equivalents and marketable securities balance of approximately $729 million favorable to budget.

Expansion of worldwide patent portfolio.

Execution of drug product supply agreement with Menarini.

Employee Engagement:

Exceeded expectations with respect to limiting/eliminating voluntary turnover for the year.

Exceeded targets for interview slates with employee referrals.

Individual Performance.

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The Compensation Committee views the inclusion of individual performance as an important component of the annual cash bonus plan because it motivates the NEOs for individual performance, even if overall corporate performance is lower.

In assessing the individual performance of our NEOs, the Compensation Committee, with the input of our CEO for the non-CEO NEOs, considered each such officer’s individual contributions to the achievement of our 2024 goals, and the officer’s individual performance in helping to execute on our strategic and operating initiatives.

In assessing the individual performance of our NEOs, the Compensation Committee, with the input of our Chief Executive Officer for the other NEOs, considered each such officer’s individual contributions to the achievement of our 2025 goals, and the officer’s individual performance in helping to execute on our strategic and operating initiatives.

Each non-Chief Executive Officer NEO is paid 75% of their bonus based upon the corporate achievement and 25% of their bonus based on individual contribution to goals.

The Chief Executive Officer's bonus is based on corporate achievement alone.

Overall Payouts.

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The amounts of the annual bonus awards for 2025 were determined as follows:

Allocation of Bonus

Actual Bonus Achievement

Target Annual Bonus

Target Incentive Amount

Overall Performance %

Corporate Goals

Individual Contribution

Corporate Goals

Individual Contribution

Michael Davidson, M.D.

Louise Kooij (1)

John Kastelein, M.D., Ph.D.

Juliette Audet (2)(3)

Douglas Kling

(1) The 2024 target incentive and payout amounts for Mr.

Kastelein have been converted from Euros to USD at an exchange rate of 1 Euro to $1.0404 USD.

(1) The 2025 target incentive and payout amounts for Ms.

Audet have been converted from Swiss francs to USD at an exchange rate of 1 Swiss franc to $1.1047 USD.

(3) The payout amount for Ms.

Audet is pro rata for the portion of the year that she served, which was the last nine months.

Kooij and Dr.

Kastelein have been converted from Euros to USD at an exchange rate of 1 Euro to $1.130 USD.

Kastelein and Mr.

Kling contributed heavily to the achievement of goals focused on scientific excellence and clinical operations, which exceeded expectations hence earning them above target bonus awards.

Somaiya and Ms.

Kooij contributed heavily to the achievement of goals related to financial sustainability which exceeded expectations hence earning them above target bonus awards.

Equity-Based Incentive Awards

The third and largest component of the executive compensation program is long-term equity incentives.

The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to shareholders.

We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders.

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Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment, promotion or annually during the first quarter of each year.

We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.

We have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our shareholders.

Among companies that are similar to ours in terms of stage of development, options are very common as the form of equity awards.

Share options can motivate stock price appreciation over the long term because they deliver value only if the stock price increases.

We believe that our equity awards are an important compensation and retention tool for our executive officers, as well as for our other employees.

Prior to 2025, we used share options as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our shareholders.

Share options motivate stock price appreciation over the long term because they deliver value only if the stock price increases.

The use of share options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation.

In determining the number of options to be granted to an NEO, the Compensation Committee takes into account equally both the range of long-term incentive award values granted to executive officers at the companies in the peer group and the range of grant size as a percent of the companies in the peer group.

The annual option incentive awards granted to our NEOs are set forth in the table below:

Commencing in 2025, we introduced RSUs as part of the annual grants to all employees.

This decision was primarily based on keeping in line with the practices of our refreshed peer group.

In determining the number of share options and RSUs to be granted to an NEO in 2025, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) took into account both the range of the grant date fair values of awards granted to executive officers at the companies in the peer group and the range of grant size as a percent of the companies in the peer group.

The annual equity-based incentive awards granted to our NEOs are set forth in the table below:

Share Options

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John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

(1) The amounts reflect the grand date fair value of the options granted.

The exercise price of all share option awards to NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2024 have a ten-year term.

The options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the first anniversary of the date of grant and thereafter in equal monthly installments for 36 months, subject to the applicable NEO's continued service through each such vesting date.

(1) The amounts reflect the grant date fair value of the equity-based incentive awards pursuant to ASC Topic 718.

The exercise price of the share options awarded to our NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2025 had a ten-year term.

The options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the one-year anniversary of the vesting start date and thereafter in equal monthly installments for 36 months, subject to the applicable NEO's continued service through each such vesting date.

The RSUs are also subject to time-based vesting, with 1/3 of the total number of shares underlying the award vesting on one-year, two-year and three-year anniversary of the vesting start date, subject to the applicable NEO's continued service through each such vesting date.

Pursuant to the terms of the Business Combination Agreement that we entered into in July 2022, we were required to issue Earnout RSUs to Participating Optionholders upon the achievement of a certain clinical development milestone.

In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred and, as a result, the Earnout RSUs were granted on March 26, 2025.

Davidson received 38,394 Earnout RSUs with a total grant date fair value of $377,922, Ms.

Kooij received 8,269 Earnout RSUs with a total grant date fair value of $81,395, Dr.

Kastelein received 45,481 Earnout RSUs with a total grant date fair value of $447,684 and Mr.

Kling received 16,539 Earnout RSUs with a total grant date fair value of $162,797.

Somaiya was not a Participating Optionholder and therefore did not receive any Earnout RSUs.

All of the Earnout RSUs granted to the above listed NEOs were fully vested as of the March 26, 2025 grant date.

The fair value of the Earnout RSUs were determined in accordance with the Financial Accounting Standards Codification Topic 718 (“ASC 718”), whereby the grant date for valuation purposes was determined to be November 22, 2022.

Additional Elements of Compensation

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We believe these benefits are important to attracting and retaining experienced employees, including our executives.

Audet resides in Switzerland and is employed by the Company in Switzerland.

Kooij resides in the Netherlands and is employed by the Company in the Netherlands.

Employees in the Netherlands are eligible to participate in a defined contribution pension plan which provides for a monthly, pre-tax contribution by the Company of 15% of an employee's gross income, subject to statutory maximums.

In 2025, the Company made contributions to Ms.

Audet’s statutory Swiss pension plan account in accordance with Swiss law.

Kooij’s pension plan in accordance with the terms of the plan and statutory maximums.

We do not provide material perquisites to our executive officers.

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These agreements provide for a combination of a cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances.

Acceleration of vesting is subject to a “double trigger” arrangement, meaning that

vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO.

Acceleration of vesting is subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO.

Given the industry in which we participate and the range of strategic initiatives that we may explore, we believe reasonable and competitive severance and change-in-control payment and benefit arrangements are an essential element of our executive compensation package and assist us in recruiting and retaining a talented executive team.

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Clawback Policy

In 2023, the Compensation Committee of our Board adopted our Incentive Compensation Recoupment Policy (the “Clawback Policy”), designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws.

In 2023, the Compensation Committee adopted our Incentive Compensation Recoupment Policy (the “Clawback Policy”), designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws.

The policy applies to our current and former executive officers.

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Equity Granting Practices

The Compensation Committee does not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of quarterly results information or (2) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards.

Stock options may occasionally be awarded on an off-cycle basis, including to new hires.

The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

The Compensation Committee does not have a policy prohibiting the grant of share options, RSUs or other equity awards during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of quarterly financial results, or (2) at any time during the four business days prior to, or the one business day following, the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

Equity awards may occasionally be awarded on an off-cycle basis, including to new hires.

Pursuant to Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information regarding awards granted to NEO on the following dates:

• Consistent with our historical timing on annual equity awards, we granted share options to the following NEO on January 6, 2025, which was four business days before the filing of a Current Report on Form 8-K with which the Company furnished a press release announcing the Company’s strategic priorities for the upcoming year.

Number of Securities Underlying the Award

Exercise Price of the Award ($/Sh)

Grant Date Fair Value of the Award

market price (1)

Michael Davidson, M.D.

(1) Indicates percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information.

Anti-Hedging and Anti-Pledging Policies

We have a policy that prohibits our executive officers, directors and other employees from engaging in short sales, transactions in put or call options, or other inherently speculative transactions with respect to our shares.

In addition, our insider trading policy prohibits pledging Company securities as collateral for a loan or ownership of Company securities in a margin account.

In addition, our insider trading policy prohibits pledging

Company securities as collateral for a loan or ownership of Company securities in a margin account.

Any violation of these policies may result in disciplinary action, including dismissal for cause.

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Accounting Policies for Stock-Priced Compensation

We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC 718”) for our stock-based compensation awards.

We follow ASC 718 for our stock-based compensation awards.

ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions.

ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

Grants of share options under our equity incentive award plans are accounted for under ASC 718.

Our Board or Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.

Grants of share options and RSUs under our equity incentive award plans are accounted for under ASC 718.

The Board or Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.

Report of the Compensation Committee on Executive Compensation

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Name and Principal Position

Stock Awards (2)

Option Awards (2)

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Chief Financial Officer

Chief Accounting Officer

John Kastelein, M.D., Ph.D.

Chief Scientific Officer

Juliette Audet (5)

Chief Business Officer

Douglas Kling

Chief Operating Officer

dollar amount reported for 2024 for Dr.

Kastelein from Euros (“EUR”) using the 2024 average exchange rate of $1.0824 per EUR.

dollar amount reported for 2024 for Ms.

Audet were converted from Swiss Francs ("CHF") using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024.

(2) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718.

dollar amounts reported for 2025 for Ms.

Kooij and Dr.

Kastelein were converted from EUR using the 2025 average exchange rate of $1.130 per EUR.

(2) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC 718.

See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value.

(3) The amounts reported are comprised of amounts paid in respect of our annual performance-based cash bonus plan, as determined by the Compensation Committee.

Payments pursuant to the plan are generally made early in the year following the year in which they are earned.

dollar amount reported for 2024 for Ms.

Audet were converted from CHF using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024.

(4) The amounts reported in this column represent the amount of fees Dr.

Davidson received for service on the Board of Directors in 2024, the amounts of Company contributions under our 401(k) plan for Messrs.

Somaiya and Kling, and the Company pension contribution for Ms.

The Company pension contribution for Ms.

Audet was converted from CHF to U.S.

dollars using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024.

Audet joined the Company as Chief Business Officer in April 2024.

Her compensation included in the table above represents her pro-rata base salary and bonus and her initial equity award.

Payments pursuant to the plan are generally made early in the year following the year to which they relate.

dollar amounts reported for 2025 for Ms.

Kooij and Dr.

Kastelein were converted using the 2025 average exchange rate of $1.130 per EUR.

Davidson, the amounts reported in this column consist of $4,068 of fees Dr.

Davidson received for service on the Board of Directors in 2025 and $14,000 of Company contributions under our 401(k) plan.

Somaiya and Kling the amounts consist of Company contributions under our 401(k) plan.

Kooij, the amount consists of the Company pension contribution.

Davidson's fees for service on the Board and the Company pension contribution for Ms.

Kooij was converted from EUR to U.S.

dollars using the 2025 average exchange rate of $1.350 per EUR.

Grants of Plan Based Awards

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Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

Stock Awards:

Securities Number of Shares of Stock or Units

Option Awards:

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John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

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The maximum payout is 200% of target.

(2) Amounts disclosed in this column reflect the number of shares underlying RSUs granted to our NEOs.

In general, each RSU, other than the Earnout RSUs, has a three-year vesting period with one-third vesting on each one-year anniversary of the vesting start date.

Each of the Earnout RSUs granted to NEOs were fully vested on the March 26, 2025 grant date.

In accordance with ASC Topic 718, the grant date of the Earnout RSUs for the purposes of determining the fair value of the award was determined to be November 22, 2022.

See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value.

(3) Amounts disclosed in this column reflect the number of shares underlying share option awards granted to our NEOs.

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The table below reflects outstanding equity awards held by our NEOs as of December 31, 2025.

Option Awards

Number of Securities Underlying Unexercised Options

Unexercisable

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Option Expiration Date

Number of Seucurities Underlying Share Awards That Have Not Vested

Market Value of Seucurities Underlying Share Awards That Have Not Vested

Michael Davidson, M.D.

John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

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The following table sets forth information concerning options exercised by our NEOs during the fiscal year ended December 31, 2025.

No stock awards held by our NEOs vested in 2024.

No stock awards held by our NEOs vested in 2025 other than the Earnout RSUs received by certain of our NEOs.

Option Awards

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Value Realized on Exercise

Number of Shares Acquired on Vesting

Value Realized on Vesting

Michael Davidson

John Kastelein, M.D., Ph.D.

Douglas Kling

(1) The amounts shown in this column represent the number of shares underlying the stock options exercised during 2025.

(2) The amounts shown in this column reflect the value realized upon exercise of stock options, as calculated based on the price of our shares on the exercise date less the exercise price, multiplied by the number of shares underlying the stock options exercised.

(3) The amounts shown in this column represent the number of RSUs vested during 2025.

(4) The amounts shown in this column reflect the value realized upon vesting of RSUs, as calculated based on the closing price of our shares on the vesting date, multiplied by the number of RSUs vested.

Potential Payments Upon Termination or Change-in-Control

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In the event Dr.

Davidson’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Davidson Agreement) or in the event Dr.

Davidson’s employment is terminated by the Company without Cause or by Dr.

Davidson for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Davidson Agreement) or during the 12 months following such Change-in-Control, Dr.

Davidson will be entitled to receive the severance payments and benefits described above.

Davidson for Good Reason during the 12 months following such Change in Control, Dr.

Davidson will be entitled to receive the severance payments and benefits described above, subject to the same customary conditions.

In addition, all of Dr.

Davidson’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Davidson is entitled to a base salary and annual performance bonus in cash targeted at 50% of his base salary, at our discretion and subject to Dr.

Davidson is entitled to a base salary and annual performance bonus in cash targeted at 60% of his base salary in fiscal year 2026, at our discretion and subject to Dr.

Davidson's continued employment through the payment date of such bonus.

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Pursuant to the Somaiya Agreement, in the event Mr.

Somaiya’s employment is terminated by the Company without Cause (as defined in the Somaiya Agreement) or by him for Good Reason (as defined in the Somaiya Agreement), we would be required, subject to customary conditions, to pay Mr.

Somaiya’s employment is terminated by the Company without Cause (as defined in the Somaiya Agreement) or by Mr.

Somaiya for Good Reason (as defined in the Somaiya Agreement), we would be required, subject to customary conditions, to pay Mr.

Somaiya, in addition to certain Accrued Obligations (as defined in the Somaiya Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and COBRA Premium Reimbursement.

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In the event Mr.

Somaiya’s employment is terminated by the Company without Cause or by Mr.

Somaiya for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Somaiya Agreement) or during the 12 months following such Change-in-Control, Mr.

Somaiya will be entitled to receive the severance payments and benefits described above.

Somaiya’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Somaiya Agreement) or in the event Mr.

Somaiya’s employment is terminated by the Company without Cause or by him for Good Reason during the 12 months following such Change in Control, Mr.

Somaiya will be entitled to receive the severance payments and benefits described above, subject to the same customary conditions.

In addition, all of Mr.

Somaiya’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Somaiya is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary, at our discretion and subject to Mr.

Somaiya is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary in fiscal year 2026, at our discretion and subject to Mr.

Somaiya's continued employment through the payment date of such bonus.

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Somaiya is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

Employment Agreement with John Kastelein, M.D., Ph.D FESC

Employment Agreement with Louise Kooij

We entered into an employment agreement with Ms.

Kooij, our Chief Accounting Officer, dated July 1, 2025 (the “Kooij Agreement”).

Pursuant to the Kooij Agreement, in the event Ms.

Kooij’s employment is terminated by the Company without Cause (as defined in the Kooij Agreement), we would be required to pay Ms.

Kooij a termination fee equal to 12 months of her base salary, any short-term incentive (“STI”) earned or otherwise payable with respect to the calendar year ended prior to the termination of the Kooij Agreement and a prorated STI for the calendar year of the termination of the Kooij Agreement.

In the event Ms.

Kooij’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Kooij Agreement) or in the event Ms.

Kooij’s employment is terminated by the Company without Cause or by Ms.

Kooij for Good Reason during the 12 months following such Change in Control, Ms.

Kooij will be entitled to receive the severance payments and benefits described above.

In addition, all of Ms.

Kooij’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Kooij is entitled to a base salary and annual performance bonus in cash targeted at 45% of her base salary in fiscal year 2026, at our discretion and subject to Ms.

Kooij's continued employment through the payment date of such bonus.

Kooij is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits generally made available to our full-time Netherlands-based executives.

Kooij is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

Employment Agreement with John Kastelein, M.D., Ph.D.

We entered into an employment agreement with Dr.

Kastelein, our Chief Scientific Officer, dated November 18, 2022 (the “Kastelein Agreement”).

Kastelein, our Chief Scientific Officer, dated July 1, 2025 (the “Kastelein Agreement”).

Pursuant to the Kastelein Agreement, in the event Dr.

Kastelein’s employment is terminated by the Company without Cause (as defined in the Kastelein Agreement), we would be required, subject to customary conditions, to pay Dr.

Kastelein an amount equal to 12 months of his base salary.

Kastelein is entitled to a base salary and annual performance bonus in cash targeted at 40% of his base salary, at our discretion and subject to Dr.

Kastelein’s employment is terminated by the Company without Cause (as defined in the Kastelein Agreement), we would be required to pay Dr.

Kastelein a termination fee equal to 12 months of his base salary, STI earned or otherwise payable with respect to the calendar year ended prior to the termination of the Kastelein Agreement and a prorated STI for the calendar year of the termination of the Kastelein Agreement.

In the event Dr.

Kastelein’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Kastelein Agreement) or in the event Dr.

Kastelein’s employment is terminated by the Company without Cause or by Dr.

Kastelein for Good Reason during the 12 months following such Change in Control, Dr.

Kastelein will be entitled to receive the severance payments and benefits described above.

In addition, all of Dr.

Kastelein’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Kastelein is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary for fiscal year 2026, at our discretion and subject to Dr.

Kastelein's continued employment through the payment date of such bonus.

Kastelein is eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs offered by us.

Kastelein is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits generally made available to our full-time Netherlands-based executives.

Kastelein is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

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In the event Mr.

Kling’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Kling Agreement) or in the event Mr.

Kling’s employment is terminated by the Company without Cause or by Mr.

Kling for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Somaiya Agreement) or during the 12 months following such Change-in-Control, Mr.

Kling will be entitled to receive the severance payments and benefits described above.

Kling for Good Reason during the 12 months following such Change in Control, Mr.

Kling will be entitled to receive the severance payments and benefits described above, subject to the same customary conditions.

In addition, all of Mr.

Kling’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Kling is entitled to a base salary and annual performance bonus in cash targeted at 40% of his base salary, at our discretion and subject to Mr.

Kling is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary for fiscal year 2026, at our discretion and subject to Mr.

Kling's continued employment through the payment date of such bonus.

Kling is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives.

Kling is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our

full-time U.S.-based executives.

Kling is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

Employment Agreement with Juliette Audet

In connection with Ms.

Audet’s employment with the Company as our Chief Business Officer, Ms.

Audet entered into an employment agreement with Globalization Partners Switzerland SA, a labor leasing company, in her country of residence, dated March 21, 2024, which sets forth terms relating to her employment with us (the “Audet Employment Agreement”).

Pursuant to the Audet Employment Agreement, Ms.

Audet is entitled to a base salary and an annual bonus and is eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs offered by us.

The Company also entered into a separate letter agreement with Ms.

Audet that has additional provisions with respect to her eligibility for certain severance benefits (the “Audet Letter Agreement”).

Under the Audet Letter Agreement, if Ms.

Audet’s employment is terminated by us without Cause or by her for Good Reason (each as defined in the Audet Letter Agreement), we would be obligated to pay her a severance amount equal to 12 months of her base salary, any bonus earned or payable and a pro rata bonus for the calendar year in which the termination occurred.

Audet's employment is terminated by us without Cause or by her for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Audet Letter Agreement) or during the 12 months following such Change-in-Control, she will be entitled to receive the severance payments and benefits described above.

In addition, all of Ms.

Audet's time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date, and the exercise period for certain vested options will be extended.

The table below provides the potential payments and benefits to which our NEOs would be entitled, assuming their employment was terminated as of December 31, 2025, including in connection with a change in control, based on the termination benefits in effect as of December 31, 2025.

Name and Principal Position

Compensation Component

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Benefits and Perquisites

John Kastelein, M.D., Ph.D.

Cash Severance

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Benefits and Perquisites

Juliette Audet

John Kastelein, M.D., Ph.D.

Cash Severance

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Davidson, Mr.

Somaiya and Mr.

Kling, respectively, if their employment is terminated by us without Cause or by them for Good Reason, we would be obligated to pay them an severance amount equal to 12 months of their base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that we would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months.

Kastelein and Mr.

Kling, respectively, if their employment is terminated by us without Cause or by them for Good Reason, we would be obligated to pay them a severance amount equal to 12 months of their base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that we would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months.

If their employment is terminated by us without Cause or by them for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control or during the 12 months following such Change-in-Control, they will be entitled to receive the severance payments and benefits described above.

In addition, all of their time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

(2) Under the employment agreement between us and Dr.

Kastelein, if his employment is terminated by us without Cause, we would be obligated to pay him a severance amount equal to 12 months of his base salary.

(3) Under the Audet Letter Agreement, if Ms.

Audet’s employment is terminated by us without Cause or by her for Good Reason, we would be obligated to pay her a severance amount equal to 12 months of her base salary, any bonus earned or payable and a pro rata bonus for the calendar year in which the termination occurred.

Audet's employment is terminated by us without Cause or by her for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control or during the 12 months following such Change-in-Control, she will be entitled to receive the severance payments and benefits described above.

In addition, all of Ms.

Audet's time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Dr.

Davidson, our Chief Executive Officer.

As permitted by Item 402(u) of Regulation S-K, we may identify the median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in pay ratio disclosure.

The pay ratio included in this section is calculated in a manner consistent with Item 402(u) of Regulation S-K.

• For 2025, the median of the annual total compensation of all employees (other than Dr.

Davidson) was determined to be $704,848.

• For 2025, the annual total compensation of Dr.

Davidson, as reported in the Summary Compensation Table, was $13,641,854.

Based on this information, the ratio of the median of the annual total compensation of all employees (other than Dr.

Davidson) to the annual total compensation of Dr.

Davidson was 1 to 19.35.

To identify the median of the annual total compensation of all of our employees (other than Dr.

Davidson), as well as to determine the annual total compensation of our median employee, we took the following steps:

We determined that, as of December 31, 2025, our employee population, excluding Dr.

Davidson, consisted of approximately 99 individuals.

This population consisted of our full-time and part-time employees and, as permitted by SEC rules, excluded independent contractors or similar non-employee workers during 2025.

We did not exclude any non-US employees from these calculations.

To identify the “median employee” from our employee population, we compared the sum of each employee’s wages, aggregate fair value of equity awards, and target cash bonus for 2025.

In doing so, we annualized the salary and target cash bonus of all permanent employees who were hired in 2025 but did not work for us the entire fiscal year.

The grant date fair value of option and restricted share unit awards granted during 2025 was calculated using the Black-Scholes valuation model pursuant to the assumptions described in Note 10, “Share-Based Compensation” of the consolidated financial statements included in this Annual Report.

We did not make any cost-of-living adjustments in identifying the median employee.

After identifying the median employee, we calculated annual total compensation for the employee using the same methodology we use for our NEOs, as set forth in the Summary Compensation Table.

This process resulted in a median employee with annual total compensation of $704,848 for 2025.

The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices.

As a result, the pay ratios reported by other companies may not be comparable to our pay ratio, reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

Equity Incentive Plans

We have established our LTIP, under which we may grant options, restricted shares, restricted share units, share appreciation rights and other equity and equity-based awards.

We have established our long term incentive plan ("LTIP"), under which we may grant share options, restricted shares, RSUs, share appreciation rights and other equity and equity-based awards.

As of December 31, 2025, the total number of Ordinary Shares underlying awards granted under the LTIP (other than awards granted as Earnout RSUs in accordance with the Business Combination Agreements or as replacement awards in connection with a merger or business combination) will not exceed 23,158,577;

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We also established a rollover option plan (the “Rollover Plan”) in connection with the closing of the Business Combination, under which we assumed the outstanding options of certain optionholders of NewAmsterdam Pharma Holding B.V.

who held their options through entities

in exchange for a grant of options to acquire Ordinary Shares.

who held their options through entities in exchange for a grant of options to acquire Ordinary Shares.

The total number of Ordinary Shares underlying the options covered by the Rollover Plan is 1,736,545.

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Inducement Plan

We have also established our inducement plan (the “Inducement Plan”), under which we may grant options, restricted shares, restricted share units, share appreciation rights and other equity-based awards to our newly-hired (or newly-hired, after a bona fide period of non-employment) employees (but not directors).

The total number of Ordinary Shares underlying awards that may be granted under the Inducement Plan will not exceed 2,500,000.

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Non-employee directors may receive further compensation ranging from $5,000 to $20,000 for serving as chair or member of committees (i.e., Audit Committee or Compensation Committee).

We have also granted and expect to continue granting certain non-employee directors, other than those affiliated with our significant shareholders, options to purchase Ordinary Shares as compensation for their service on the Board of Directors.

We have also granted, and expect to continue granting, our non-employee directors who are not affiliated with our significant shareholders, share option and RSU awards as compensation for their service on the Board of Directors.

Director Service Agreement

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These services agreements, except for James N.

Topper’s services agreement, contain non-competition and non-solicitation arrangements, as well as a requirement to assign and transfer to us any intellectual and industrial property rights originating from the director’s services as a director or inventor for us, but do not provide for compensation.

These services agreements also provide that compensation, if any, for service on the Board of Directors shall be determined by the Board, subject to applicable law and the Company's compensation policy, as amended from time time.

Director Indemnification Agreements

The Articles of Association require us to indemnify our current and former directors to the fullest extent permitted by law, subject to certain exceptions.

We entered into indemnification agreements with all of our directors providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as directors or officers to the maximum extent permitted by law.

Our Articles of Association require us to indemnify our current and former directors to the fullest extent permitted by law, subject to certain exceptions.

We have also entered into indemnification agreements with all of our directors providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as directors or officers to the maximum extent permitted by law.

Director Compensation Table

The following table sets forth information regarding the compensation earned for service on the Board of Directors by our non-employee directors during the year ended December 31, 2025.

We reimburse members of the Board of Directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board of Directors and committee meetings.

In addition, we reimburse members of the Board of Directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board of Directors and committee meetings.

Fees Earned or Paid in Cash

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Lewis, J.D., M.B.A.

Juliette Audet (2)

Nicholas Downing, M.D.

Adele Gulfo (2)

Wouter Joustra

Louis Lange, M.D., Ph.D.

Sander Slootweg (2)

Topper, M.D., Ph.D.

Janneke van der Kamp

(1) The amounts reported in these columns reflect the aggregate grant date fair value of the stock options granted to our directors as computed in accordance with ASC 718.

See Note 8 to the Consolidated Financial Statements in this Annual Report for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards and stock awards.

(1) The amounts reported in these columns reflect the aggregate grant date fair value of the stock and option awards granted to our directors as computed in accordance with ASC 718.

See Note 8 to the Consolidated Financial Statements in this Annual Report for a discussion of assumptions made by us in determining the aggregate grant date fair value of our stock awards and option awards.

Note that the amounts reported in these columns do not reflect the actual economic value that may be realized by the directors.

(2) Juliette Audet and Sander Slootweg resigned as members of the Board of Directors effective April 1, 2024 and July 1, 2024, respectively.

Mark McKenna and Wouter Joustra joined the Board of Directors effective July 16, 2024.

(2) Adele Gulfo joined the Board of Directors effective April 17, 2025.

Nicholas Downing, M.D.

resigned as members of the Board of Directors effective November 5, 2025.

The following table provides information regarding the aggregate number of shares underlying option awards granted to our non-employee directors that were outstanding as of December 31, 2025:

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Our LTIP and Rollover Plan are our only equity compensation plans approved by our shareholders.

The Supplementary LTIP and the Inducement Plan were approved by the Board of Directors but were not approved by our shareholders.

The Supplementary LTIP and the Inducement Plan were approved by our Board of Directors but were not approved by our shareholders.

The following table sets forth certain information as of December 31, 2025 with respect to our LTIP, Rollover Plan, Supplementary LTIP and Inducement Plan:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options (A)

Weighted-Average Exercise Price of Outstanding Options (B)

Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (A) (1)

Weighted-Average Exercise Price of Outstanding Options and Rights (B) (2)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C)

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Inducement Plan

(1) Represents shares of Common Stock issuable upon the exercise of outstanding stock options and vesting of outstanding RSUs.

(2) Does not include outstanding RSUs, which do not require the payment of any exercise price upon their vesting.

(3) The number of Ordinary Shares reserved for grant under the LTIP will increase annually on January 1 of each calendar year by 5% of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Board of Directors.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the actual beneficial ownership of Ordinary Shares as of February 18, 2025, by:

The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of February 5, 2026, by:

• each person, or group of affiliated persons, known by the Company to beneficially own more than 5% of outstanding Ordinary Shares;

• each of our executive officers or directors;

• each of our named executive officers;

• each of our directors;

• all of our executive officers and directors, as a group.

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None of our shareholders has different voting rights from other shareholders.

Number of Shares Beneficially Owned

Percentage of Ordinary Shares Beneficially Owned (%)

Name of Beneficial Owner

Named Executive Officers, Directors and Director Nominees

Beneficial Owner

Ordinary Shares

Percentage of All

Named Executive Officers and Directors

Michael Davidson, M.D.

Ian Somaiya (2)

John Kastelein, M.D., Ph.D.

Louise Kooij (3)

John Kastelein, M.D., Ph.D, FESC (4)

Douglas Kling (5)

Juliette Audet (5)

Nicholas Downing, M.D.

Louis Lange, M.D., Ph.D.

Lewis, J.D., M.B.A.

Wouter Joustra (8)

Louis Lange, M.D., Ph.D.

Topper, M.D., Ph.D.

Janneke van der Kamp (12)

Wouter Joustra (12)

All executive officers and directors as a group (15 persons)

Number of Shares Beneficially Owned

Percentage of Ordinary Shares Beneficially Owned (%)

Name of Beneficial Owner

All executive officers and directors as a group

Beneficial Owner

Ordinary Shares

Percentage of All

Other 5% Shareholders

Entities affiliated with Forbion (13)

Frazier Lifesciences Sponsor LLC and affiliates (13)

Entities affiliated with Bain Capital Life Sciences Investors, LLC (15)

RA Capital Healthcare Fund, L.P.

Capital World Investors (15)

Entities affiliated with Forbion (16)

Entities affiliated with Bain Capital Life Sciences Investors, LLC (17)

Viking Global Investors LP (18)

* Indicates beneficial ownership of less than 1% of total outstanding Ordinary Shares .

(1) Consists of (i) 209,784 Ordinary Shares, (ii) options to purchase 3,312,497 Ordinary Shares, exercisable within 60 days of February 18, 2025, (iii) Warrants to purchase 85,000 Ordinary Shares, exercisable within 60 days of February 16, 2024 and (iv) 608,779 Ordinary Shares subject to forfeiture underlying depositary receipts issued by Stichting Administratiekantoor EPNAP (“STAK EPNAP”).

STAK EPNAP has sole voting and investment power over the securities described in (iv) while underlying the depositary receipts and are presented here because the depositary receipts can be cancelled by the board of directors of STAK EPNAP at any time as a consequence of which the shareholder will become the beneficial owner of the securities underlying the depositary receipts.

(2) Consists of options to purchase 272,385 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(3) Consists of (i) options to purchase 970,229 Ordinary Shares held by Futurum B.V.

through PoolCo and (ii) options to purchase 991,623 Ordinary Shares held by Dr.

Kastelein directly, each exercisable within 60 days of February 18, 2025.

(4) Consists of options to purchase 782,515 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(5) Consists of 1,104 Ordinary Shares.

(6) Does not include Ordinary Shares held by the Bain Capital Life Sciences Entities (as defined below).

Downing serves as a Managing Director of Bain Capital Life Sciences Investors, LLC.

(7) Consists of (i) 24,878 Ordinary Shares (ii) Warrants to purchase 44,619 Ordinary Shares, exercisable within 60 days of February 18, 2025 and (iii) options to purchase 166,202 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(8) Consists of options to purchase 31,252 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(9) Consists of options to purchase 13,597 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(10) Consists of the shares described in Note 14.

Topper disclaims beneficial ownership of the shares referenced in Note 14, except to the extent of his pecuniary interest therein, if any.

(11) Consists of options to purchase 12,127 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(1) Consists of (i) 905,286 Ordinary Shares, (ii) options to purchase 4,627,522 Ordinary Shares, exercisable within 60 days of February 5, 2026, and (iii) Warrants to purchase 85,000 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(2) Consists of (i) 7,549 Ordinary Shares and (ii) options to purchase 450,122 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(3) Consists of (i) 2,353 Ordinary Shares and (ii) options to purchase 249,964 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(4) Consists of (i) 50,815 Ordinary Shares, (ii) 69,302 Ordinary Shares held by Futurum B.V.

through NAP PoolCo B.V.(“PoolCo”), (iii) options to purchase 830,229 Ordinary Shares held by Futurum B.V.

through PoolCo, and (iv) options to purchase 1,541,407 Ordinary Shares held by Dr.

Kastelein directly, exercisable within 60 days of February 5, 2026.

(5) Consists of (i) 8,801 Ordinary Shares and (ii) options to purchase 575,156 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(6) Consists of (i) 2,320 Ordinary Shares and (ii) options to purchase 69,803 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(7) Consists of (i) 2,320 Ordinary Shares and (ii) options to purchase 53,822 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(8) See Note 16.

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(“Growth Management”) and a member of the investment committee of Growth Management, but does not have beneficial ownership of the securities referenced in Note 16.

(13) Consists of (i) 5,976,287 Ordinary Shares beneficially owned by Forbion Capital Fund IV Coöperatief U.A.

(“Forbion IV”) through ForGrowth NAP B.V.

(“ForGrowth”) that are held directly by NAP PoolCo B.V.

(“PoolCo”), (ii) 4,027,712 Ordinary Shares beneficially owned by Forbion Growth Opportunities Fund I Coöperatief U.A.

(“Forbion Growth”) through ForGrowth that are held directly by PoolCo and (iii) 652,173 Ordinary Shares held directly by ForGrowth.

ForGrowth is a joint-investment vehicle wholly owned by Forbion IV and Forbion Growth.

PoolCo is a Dutch limited liability company that holds Ordinary Shares on behalf of its shareholders.

The governing documents of PoolCo vest voting and investment control over the Ordinary Shares held by PoolCo in PoolCo’s shareholders and, as a result, PoolCo disclaims beneficial ownership of such Ordinary Shares.

The information herein is based solely on the Form 4 filed by the holders on January 2, 2025.

The address for the Forbion entities is Gooimeer 2-35, 1411 DC Naarden, the Netherlands.

Forbion IV Management B.V.

(“Forbion IV Management”) may be deemed to have voting and dispositive power over the Ordinary Shares beneficially owned by Forbion IV.

Investment decisions with respect to the Ordinary Shares held by Forbion IV are made by its investment committee which may delegate such powers to the authorized representatives of Forbion IV Management.

Slootweg, van Osch, Mulder, van Houten, van Deventer, Reithinger, Kersten and Boorsma are partners of Forbion IV Management, which is the director of and acts as the investment advisor to Forbion IV.

Growth Management may be deemed to have voting and dispositive power over the Ordinary Shares beneficially owned by Forbion Growth.

Investment decisions with respect to the Ordinary Shares held by Forbion Growth are made by its investment committee which may delegate such powers to the authorized representatives of Growth Management.

Slootweg, van Osch, Mulder, van Houten, van Deventer, Reithinger, Kersten, Joustra, Bos en Lüneborg and Boorsma are partners of Growth Management, which is the director of and acts as the investment advisor to Forbion Growth.

(14) Consists of 3,801,000 Ordinary Shares and Warrants to purchase 167,000 Ordinary Shares held by Frazier Lifesciences Sponsor LLC (the “Sponsor”).

The sole member of the Sponsor is Frazier Life Sciences X, L.P.

(9) Consists of (i) 28,186 Ordinary Shares held through LGLange III Trust, (ii) 2,320 Ordinary Shares, (iii) Warrants to purchase 44,619 Ordinary Shares, exercisable within 60 days of February , 2026 and (iv) options to purchase 220,362 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(10) Consists of (i) 2,320 Ordinary Shares and (ii) options to purchase 33,913 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(11) Consists of the Ordinary Shares and Warrants directly held by Frazier Lifesciences Sponsor LLC (the “Sponsor”) and Frazier Life Sciences X, L.P.

(“FLS X”), as described in Note 12.

Topper disclaims beneficial ownership of the shares he holds, except to the extent of his pecuniary interest therein, if any.

(12) Consists of (i) 2,320 Ordinary Shares and (ii) options to purchase 32,678 Ordinary Shares, exercisable within 60 days of February 5, 2026.

(13) Consists of 3,801,000 Ordinary Shares and Warrants to purchase 167,000 Ordinary Shares held by the Sponsor.

The sole member of the Sponsor is FLS X.

FHMLS X, L.P.

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Heron and James N.

Topper are the members of FHMLS X, L.L.C.

and managers of each of FLS X, FHMLS X, L.P.

and FHMLS X, L.L.C.

Topper are members of FHMLS X, L.L.C.

Topper serves as a manager of the Sponsor.

Also included in the total number are (i) 3,028,524 Ordinary Shares and Warrants to purchase 333,333 Ordinary Shares held by FLS X, (ii) 1,179,926 Ordinary Shares held by Frazier Life Sciences XI, L.P.

(“FLS XI”), (iii) 8,623,939 Ordinary Shares held by Frazier Life Sciences Public Fund, L.P.

(“FLSPF”) and (iv) 2,841,841 Ordinary Shares held by Frazier Life Sciences Overage Fund, L.P.

(“FLSPF”), and (iv) 68,567 Ordinary Shares held by Frazier Life Sciences XII, L.P.

FHMLS XI, L.P.

is the general partner of FLS XI and FHMLS XI, L.L.C.

is the general partner of FHMLS XI, L.P.

Heron, Dan Estes and James N.

Topper are the members of FHMLS XI, L.L.C.

and managers of each of FLS XI, FHMLS XI, L.P.

and FHMLS XI, L.L.C.

is the general partner of FLSPF and FHMLSP, L.L.C.

is the general partner of FHMLSP, L.P.

Heron, James N.

Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C.

and managers of each of FLSPF, FHMLSP, L.P.

and FHMLSP, L.L.C.

FHMLSP Overage, L.P., is the general partner of FLSOF and FHMLSP Overage, L.L.C.

is the general partner of FHMLSP Overage, L.P.

Heron, James N.

Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C.

and managers of each of FLSOF, FHMLSP Overage, L.P.

and FHMLSP Overage, L.L.C.

The information herein is based on the Schedule 13D/A filed by Sponsor, FLS X, FLS XI, FLSPF, FLSOF, FHMLS X, L.P., FHMLS X, L.L.C., FHMLS XI, L.P., FHMLS XI, L.L.C., FHMLSP, L.P., FHMLSP, L.L.C., FHMLSP Overage, L.P., FHMLSP Overage, L.L.C., Mr.

Estes and Mr.

James Topper on December 17, 2024.

The address of these holders is Two Union Square, 601 Union St., Suite 3200, Seattle, WA 98101.

(15) Consists of (i) 4,797,557 Ordinary Shares held by BCLS II Investco, LP (“BCLS II Investco”), (ii) 5,376,356 Ordinary Shares held by BCLS Fund III Investments, LP (“BCLS Fund III”), (iii) 267,429 Ordinary Shares and Warrants to purchase 89,143 Ordinary Shares held by Bain Capital Life Sciences Fund II, L.P.

(“BCLS Fund II”), (iv) 32,571 Ordinary Shares and Warrants to purchase 10,857 Ordinary Shares held by BCIP Life Sciences Associates, LP (“BCIPLS”) and (v) 1,257,141 Ordinary Shares issuable upon exercise of a pre-funded warrant (the “Pre-Funded Warrant”) held by Bain Capital Life Sciences Opportunities III GP, LLC (“BCLS Fund III Opportunities”) and 375,512 Ordinary Shares issuable upon exercise of a Pre-Funded Warrant held by BCLS II Equity Opportunities, LP (“BCLS Fund II Opportunities,” and, together with BCIPLS, BCLS II Investco, BCLS Fund III and BCLS Fund II, the “Bain Capital Life Sciences Entities”), which are currently exercisable, except to the extent such exercise is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder for purposes of Section 13(d) of the Exchange Act, would beneficially own more than 9.99% of the total number of Ordinary Shares then outstanding immediately following such exercise (the “Warrant Beneficial Ownership Limitation”).

Excludes 1,062,675 Ordinary Shares issuable upon exercise of a Pre-Funded Warrant held by BCLS Fund III Opportunities

and BCLS Fund II Opportunities, which is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by the Warrant Beneficial Ownership Limitation.

Bain Capital Life Sciences Investors, LLC (“BCLSI”) (a) is the manager of Bain Capital Life Sciences Investors II, LLC, which is the general partner of BCLS Fund II, which is the managing member of BCLS II Investco (GP), LLC, which is the general partner of BCLS II Investco, (b) is the manager of Bain Capital Life Sciences III General Partner, LLC, which is the general partner of Bain Capital Life Sciences Fund III, L.P., which is the managing member of BCLS Fund III Investments GP, LLC, which is the general partner of BCLS Fund III, and (c) governs the investment strategy and decision-making process with respect to investments held by BCIPLS.

As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities.

The address of the Bain Capital Life Sciences entities is c/o Bain Capital Life Sciences, LP, 200 Clarendon Street, Boston, MA 02116.

The information herein is based solely on the Schedule 13D/A filed by certain of Bain Capital Life Sciences Entities on December 17, 2024 and the Form 4 filed by certain of Bain Capital Life Sciences Entities on December 17, 2024.

(16) Consists of 8,064,000 Ordinary Shares and Warrants to purchase 333,333 Ordinary Shares held by RA Capital Healthcare Fund, L.P.

is the general partner of FLS XI and the general partner of FHMLS XI, L.P.

is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote.

is the general partner of FLSPF and the general partner of FHMLSP, L.P.

is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote.

FHMLS XII, L.P.

is the general partner of FLS XII and the general partner of FHMLS XII, L.P is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote.

The information herein is based on the Schedule 13D/A filed by Sponsor, FLS X, FLS XI, FLSPF, FLS XII, FHMLS X, L.P., FHMLS X, L.L.C., FHMLS XI, L.P., FHMLS XI, L.L.C., FHMLSP, L.P., FHMLSP, L.L.C., FHMLS XII, L.P., FHMLS XII, L.L.C., James N.

Topper and Patrick J.

Heron on November 4, 2025.

The address of these holders is c/o Frazier Life Sciences Management, L.P., 70 Willow Road, Suite 200, Menlo Park, CA 94025.

(14) Consists of (i) 10,138,938 Ordinary Shares, (ii) Warrants to purchase 333,333 Ordinary Shares and (iii) 4,587,578 Ordinary Shares issuable upon exercise of pre-funded warrants (the “Pre-funded Warrants”) held by RA Capital Healthcare Fund, L.P.

Each of the Warrants and Pre-funded Warrants contains a provision which precludes exercise of the Warrants and Pre-funded Warrants to the extent that, following exercise, RACHF, together with its affiliates and other attribution parties, would own more than 9.99% of the outstanding Ordinary Shares.

RACHF is currently prohibited from exercising a portion of the Warrants and Pre-funded Warrants to the extent that such exercise would result in beneficial ownership of more than 11,635,557 Ordinary Shares, based upon 114,975,422 Ordinary Shares outstanding as of February 5, 2026.

RA Capital Management, L.P.

(“RA Capital”) is the investment manager for RACHF.

The general partner of RA Capital is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the managing members.

(“RA Capital”) serves as investment adviser for RACHF and may be deemed a beneficial owner of the securities described herein as held by RACHF.

The general partner of RA Capital is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the controlling persons.

Kolchinsky and Mr.

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Shah disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

RA Capital serves as investment adviser for RACHF and may be deemed a beneficial owner of the securities described herein as held by RACHF.

RA Capital Healthcare Fund GP, LLC is the general partner of RACHF.

RACHF has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in RACHF’s portfolios, including the Ordinary Shares reported herein.

Because RACHF has divested itself of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, RACHF disclaims beneficial ownership of the securities they hold.

Because RACHF has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, RACHF disclaims beneficial ownership of the securities it holds.

The business address of the persons and entities set forth herein is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

The information herein is based solely on the Schedule 13G/A filed by RACHF, RA Capital, Mr.

The information herein is based solely on the Schedule 13G/A filed by RACHF, RA Capital, Dr.

Kolchinsky and Mr.

Shah on November 14, 2024.

Shah on May 15, 2025.

(15) Consists of 9,822,711 Ordinary Shares.

The address of Capital World Investors (“CWI”) is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.

The information herein is based solely on the Schedule 13G/A filed by CWI on November 13, 2025.

(16) Consists of (i) 4,668,889 Ordinary Shares beneficially owned by Forbion Capital Fund IV Coöperatief U.A.

(“Forbion IV”) through ForGrowth NAP B.V.

(“ForGrowth”) and (ii) 4,648,025 Ordinary Shares beneficially owned by Forbion Growth Opportunities Fund I Coöperatief U.A.

(“Forbion Growth I”) through ForGrowth.

ForGrowth is a joint-investment vehicle wholly owned by Forbion IV and Forbion Growth I.

Forbion Growth Management B.V.

may be deemed to have voting and dispositive power over the Ordinary Shares beneficially owned by Forbion Growth I.

Forbion IV Management B.V.

may be deemed to have voting and dispositive power over the Ordinary Shares beneficially owned by Forbion IV.

The information herein is based solely on the Schedule 13D/A filed by the holders on September 30, 2025.

The address for the Forbion entities is Gooimeer 2-35, 1411 DC Naarden, the Netherlands.

(17) Consists of (i) 297,557 Ordinary Shares held by BCLS II Investco, LP (“BCLS II Investco”), (ii) 5,376,356 Ordinary Shares held by BCLS Fund III Investments, LP (“BCLS Fund III”), (iii) Warrants to purchase 89,142 Ordinary Shares held by Bain Capital Life Sciences Fund II, L.P.

(“BCLS Fund II”), (iv) Warrants to purchase 10,857 Ordinary Shares held by BCIP Life Sciences Associates, LP (“BCIPLS”), (v) 1,257,141 Ordinary Shares issuable upon exercise of a pre-funded warrant (the “Pre-Funded Warrant”) held by Bain Capital Life Sciences Opportunities III LP (“BCLS Fund III Opportunities”), and (vi) 375,512 Ordinary Shares issuable upon exercise of a Pre-Funded Warrant

held by BCLS II Equity Opportunities, LP (“BCLS Fund II Opportunities,” and, together with BCLS Fund III Opportunities, BCIPLS, BCLS II Investco, BCLS Fund III and BCLS Fund II, the “Bain Capital Life Sciences Entities”).

(“BCLS III”), which is the managing member of BCLS Fund III Investments GP, LLC, which is the general partner of BCLS Fund III, and (c) governs the investment strategy and decision-making process with respect to investments held by BCIPLS.

BCLS Fund II is the manager of BCLS II Equity Opportunities GP, LLC, which is the general partner of BCLS Fund II Opportunities, and BCLS III is the sole member of Bain Capital Lift Sciences Opportunities III GP, LLC, which is the general partner of BCLS Fund III Opportunities As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities.

The address of the Bain Capital Life Sciences entities is c/o Bain Capital Life Sciences, LP, 200 Clarendon Street, Boston, MA 02116.

The information herein is based solely on the Schedule 13D/A filed by certain of Bain Capital Life Sciences Entities on December 04, 2025.

(18) Consists of 4,675,619 Ordinary Shares and 2,302,915 Ordinary Shares owned by Viking Global Opportunities Illiquid Investments Sub-Master LP (“VGOP”) and Viking Global Opportunities Drawdown (Aggregator) LP (“VGOD”), respectively.

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Shabet may be deemed to beneficially own the Ordinary Shares that VGOP and VGOD directly own.

The business address of the persons and entities set forth herein is 55 Railroad Avenue, Greenwich, Connecticut 06830.

The business address of the persons and entities set forth herein is 600 Washington Boulevard, Floor 11, Stamford, Connecticut 06901.

The information herein is based solely on the Schedule 13G/A filed by VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, VGOP, VGOD GP, VGOD Portfolio GP, VGOD, Mr.

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Shabet on February 14, 2025.

(19) Consists of 6,412,984 Ordinary Shares.

The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

The information herein is based solely on the Schedule 13G filed by FMR LLC on February 5, 2026.

Certain Relationships and Related Transactions, and Director Independence

Independence of the Board of Directors

The nomination and corporate governance committee and Board of Directors have undertaken a review of the independence of our directors and considered whether any director has a relationship that, in the opinion of such committee or the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a member of the Board of Directors.

The Nomination and Corporate Governance Committee of our Board of Directors (the “Nominating and Corporate Governance Committee”) and Board of Directors have undertaken a review of the independence of our directors and considered whether any director has a relationship that, in the opinion of such committee or the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a member of the Board of Directors.

Based upon information requested from and provided by each director concerning such director’s background, employment and affiliations, including family relationships, the Board of Directors has determined that all of our directors, other than Dr.

Davidson and Dr.

Kastelein, are “independent directors,” as such term is defined in Nasdaq Rule 5605(a)(2).

Kastelein, are “independent directors,” as such term is defined in Nasdaq Listing Rule 5605(a)(2).

In making these determinations, the Board of Directors considered the current and prior relationships that each director has with the Company and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director and, to the extent applicable, any affiliation the director has with any known beneficial holder of more than 5% of our outstanding Ordinary Shares.

Certain Relationships and Related Transactions

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We adopted a related party transaction policy that requires the review and, if applicable, approval or ratification of any related party transaction by the Board of Directors, the Audit Committee or another designated committee consisting solely of independent directors.

Our Audit Committee will review this related party transaction policy periodically and will recommend changes to the Board of Directors as appropriate.

Audit Committee will review this related party transaction policy periodically and will recommend changes to the Board of Directors as appropriate.

In addition, under Dutch law and the Articles of Association, our directors may not take part in any discussion or decision-making that involves a subject or transaction in relation to which he or she has a direct or indirect personal conflict of interest with us.

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The Articles of Association provide that if as a result of conflicts of interests no resolution of the Board of Directors can be adopted, the resolution may nonetheless be adopted by the Board of Directors as if none of our directors had a conflict of interest.

In that latter case, each of our director is entitled to participate in the discussion and decision-making process and to cast a vote.

In that latter case, each of our directors is entitled to participate in the discussion and decision-making process and to cast a vote.

A related party transaction is generally any transaction in which the Company or its subsidiaries is or will be a participant, in which the amount involved exceeds $120,000, and a director (or nominee), executive officer, immediate family member, or any beneficial owner of more than 5% of our Ordinary Shares, has or will have a direct or indirect material interest.

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Consolidated Balance Sheets as at December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Mezzanine Equity and Shareholders' Equity (Deficit) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023

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333-266510), filed with the SEC on October 13, 2022).

Description of Share Capital and Articles of Association.

Description of Share Capital and Articles of Association (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2025).

Form of Subscription Agreement (incorporated by reference to Annex C to the Registration Statement on Form F-4 (File No.

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NewAmsterdam Pharma Company N.V.

Inducement Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File No.

333-280689), filed with the SEC on July 3, 2024).

Inducement Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2025).

NewAmsterdam Pharma Company N.V.

Form of Award Agreement for Option Grants under Long-term Incentive Plan, Supplementary Long-term Incentive Plan, and Inducement Plan.

NewAmsterdam Pharma Company N.V.

Form of Award Agreement for Restricted Share Unit Grants under Long-term Incentive Plan and Inducement Plan.

Employment Agreement, dated January 25, 2023, between NewAmsterdam Pharma Corporation and Michael Davidson (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Employment Agreement, dated November 18, 2022, between NewAmsterdam Pharma B.V.

and John Kastelein (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Employment Agreement, dated July 1, 2025, between NewAmsterdam Pharma B.V.

John Kastelein (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-Q, filed with the SEC on August 6, 2025).

Employment Agreement, dated October 6, 2023, between NewAmsterdam Pharma Corporation and Ian Somaiya (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Employment Agreement, dated March 22, 2024, between Globalization Partners Switzerland SA and Juliette Audet.

Letter Agreement, dated March 22, 2024, between NewAmsterdam Pharma Company N.V.

and Juliette Audet.

Employment Agreement, dated January 24, 2023, between NewAmsterdam Pharma Corporation and Douglas Kling.

Form of Option Award Agreement (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Employment Agreement, dated July 1, 2025, between NewAmsterdam Pharma B.V.

and Louise Kooij.

Employment Agreement, dated January 24, 2023, between NewAmsterdam Pharma Corporation and Douglas Kling (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2025).

Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the SEC on December 13, 2024).

Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the SEC on February 15, 2024).

License Agreement, dated June 23, 2022, between A.

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Menarini International Licensing S.A.

(incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2025)

Supply Agreement, dated August 12, 2025, between A.

Menarini International Licensing S.A.

and NewAmsterdam Pharma B.V.

(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2025).

Insider Trading Policy of the Company .

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-1 (File No.

333-268888), filed with the SEC on January 17, 2023).

List of Subsidiaries.

Consent of Deloitte Accountant B.V., independent registered public accounting firm.

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+ Indicates management contract or compensatory plan.

* Portions of this document (indicated by “[***]”) have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

Portions of this document (indicated by “[***]”) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information is not material and is the type of information that the registrant treats as private or confidential.

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Michael Davidson

Chief Executive Officer and Director (Principal Executive Officer)

Chief Executive Officer and Director

(Principal Executive Officer)

February 18, 2026

/s/ Ian Somaiya

Chief Financial Officer (Principal Financial Officer)

Chief Financial Officer

(Principal Financial Officer)

February 18, 2026

/s/ Louise Kooij

Chief Accounting Officer ( Principal Accounting Officer )

Chief Accounting Officer

( Principal Accounting Officer )

February 18, 2026

/s/ William H.

Chair and Director

February 26, 2025

/s/ Nicholas S.

Chairman of the Board of Directors

February 18, 2026

/s/ John Kastelein

John Kastelein

Chief Scientific Officer, Director

/s/ Adele Gulfo

February 18, 2026

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February 18, 2026

/s/ John Kastelein

John Kastelein

Chief Scientific Officer and Director

February 18, 2026

/s/ Louis Lange

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Consolidated Balance Sheets as at December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Mezzanine Equity and Shareholders' Equity (Deficit) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023

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We have audited the accompanying Consolidated Balance Sheets of NewAmsterdam Pharma Company N.V.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related Consolidated Statements of Operations and Comprehensive Income (Loss), Mezzanine Equity and Shareholders’ Equity (Deficit) and Cash Flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related Consolidated Statements of Operations and Comprehensive Loss, Shareholders’ Equity and Cash Flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Our audit procedures related to the research and development accruals and prepayments included the following, among others:

• Evaluating the Company’s process, methodology, and significant assumptions made in estimating the value of expenses incurred for which the invoice has not been received and the payments made for which underlying procedures had not been carried out.

• Testing the effectiveness of controls over the recording of research and development accruals and prepayments, including management’s controls over tracking the progress of clinical trials.

• Evaluating the Company’s process, methodology, and significant assumptions made in estimating the value of expenses incurred for which the invoice had not been received and the payments made for which underlying procedures had not been carried out.

• Testing the completeness and accuracy of the data underlying the measurement and recognition of the accruals and prepayments including sending direct confirmations with the vendors.

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• Performing retrospective analysis of accruals at the end of the prior period to current year activity for a selection of contracts to assess the accuracy of the Company’s estimation methodology.

• Performing inquiries with Company personnel outside of the finance department who are responsible for overseeing the activities performed by the Company’s contracted third-party vendors, which include the vendor’s estimate of the progress of a selection of clinical trials.

• Performing inquiries with Company personnel outside of the finance department who are responsible for overseeing the activities performed by the Company’s contracted third-party vendors.

/s/ Deloitte Accountants B.V .

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Employee receivables

Marketable securities

Marketable securities, current

Restricted cash

Total current assets

Marketable securities, net of current portion

Property, plant and equipment, net

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Intangible assets

Long term prepaid expenses

Liabilities and Shareholders' Equity

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Total current liabilities

Deferred revenue, net of current portion

Lease liability, net of current portion

Derivative earnout liability, net of current portion

Total liabilities

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NewAmsterdam Pharma Company N.V.

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Loss

For the year ended December 31,

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Interest income

Interest expense

Fair value change – earnout

Fair value change – warrants

Fair value change – profit rights

Fair value change – tranche rights

Foreign exchange gains/(losses)

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Other comprehensive income/(loss)

Foreign currency translation adjustments

Unrealized gain on available-for-sale securities

Income tax effects of other comprehensive income/(loss)

Unrealized gain on available-for-sale securities, net of tax

Total comprehensive loss for the year, net of tax

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NewAmsterdam Pharma Company N.V.

Consolidated Statements of Mezzanine Equity and Shareholders' Equity (Deficit)

Mezzanine Equity

Shareholders' Equity

Consolidated Statements of Shareholders' Equity

(In thousands of USD, except share amounts)

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Opening balance at January 1, 2023

Equity contribution (Series A - Tranche II)

Repayment of loan (CEO Restricted Share Award)

Elimination of old shares

(NewAmsterdam Pharma shareholders)

Equity contribution (NewAmsterdam Pharma

shareholders)

Equity contribution (FLAC shareholders)

Equity contribution (PIPE Financing)

Equity contribution (Amgen & MTPC shareholders)

Transaction costs on issue of shares

Earnout obligation upon Closing (NewAmsterdam

Pharma shareholders)

Share-based compensation

Total profit or loss and comprehensive loss for the year

As at December 31, 2022

Exercise of warrants

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Share-based compensation

Total profit or loss and comprehensive loss for the year

Total loss and comprehensive loss for the year

As at December 31, 2023

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Share-based compensation

Total loss and comprehensive loss for the period

Total loss and comprehensive loss for the year

As at December 31, 2024

Issuance of Earnout Shares

Exercise of Pre-Funded Warrants

Exercise of warrants

Exercise of stock options

Vesting of RSUs

Share-based compensation

Total loss and comprehensive loss for the year

As at December 31, 2025

See notes to consolidated financial statements.

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Loss for the year

Non-cash adjustments to reconcile loss before tax to net cash flows:

Non-cash adjustments to reconcile loss for the year to net cash flows:

Depreciation and amortization

Non-cash rent expense

Fair value change - tranche rights

Fair value change - IPR&D

Fair value change - derivative earnout and warrants

Loss on disposal of property, plant and equipment

Foreign exchange (gains)/losses

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Changes in deferred revenue

Net cash (used in)/provided by operating activities

Net cash used in operating activities

Investing activities:

Purchase of property, plant and equipment, including internal use software

Purchase of available-for-sale debt securities

Maturities of marketable securities

Purchases of marketable securities

Net cash used in investing activities

Financing activities:

Proceeds from issuing equity securities (Series A)

Proceeds from issuing equity securities (FLAC shareholders)

Proceeds from issuing equity securities (PIPE Financing)

Transaction costs on issue of equity securities

Proceeds from payment of shareholder loan

Proceeds from February 2024 offering of Ordinary Shares and Pre-Funded Warrants

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Net cash provided by financing activities

Net change in cash and cash equivalents

Net change in cash, cash equivalents and restricted cash

Foreign exchange differences

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Cash, cash equivalents and restricted cash at the beginning of the year

Cash, cash equivalents and restricted cash at the end of the year

Noncash financing and investing activities

Derivative earnout obligation recognized related to the Business Combination (as defined in Note 3)

Liabilities assumed in the Business Combination (as defined in Note 3)

Contribution of interest in NewAmsterdam Pharma Holding B.V.

by Participating Shareholders (as defined in Note 3)

Issuance of Ordinary Shares to Participating Shareholders (as defined in Note 3)

Recognition of ROU asset

Issuance of earnout shares

Supplemental cash flow disclosures

Cash paid for interest

Cash paid for income taxes

Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets

Cash and cash equivalents

Restricted cash

See notes to consolidated financial statements

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NewAmsterdam Pharma Company N.V.

(“NewAmsterdam Pharma” or the “Company”) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well-tolerated.

(“NewAmsterdam Pharma” or the “Company”) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with cardio-metabolic diseases where currently approved therapies have not been adequate or well-tolerated.

The Company was incorporated in the Netherlands as a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the name NewAmsterdam Pharma Company B.V.

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As a result of the internal restructuring and merger, NewAmsterdam Pharma Holding B.V., FLAC and NewAmsterdam Pharma Investment Corporation, a new Cayman-based exempted company, became wholly-owned subsidiaries of the Company.

On September 24, 2025, NewAmsterdam Pharma Holding B.V., a non-operating, wholly-owned subsidiary of the Company, merged with and into NewAmsterdam Pharma Company N.V.

On the same date, Frazier Life Sciences Acquisition Corporation, a non-operation, wholly-owned subsidiary of the Company, merged with and into NewAmsterdam Pharma Corporation, a wholly-owned subsidiary of the Company.

The transactions represent combinations between entities under common control.

NewAmsterdam Pharma Holding B.V.

and Frazier Life Sciences Acquisition Corporation had no material operations and the mergers had no impact on the consolidated financial statements of the Company.

As such, no separate pre-combination results are presented.

The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on intellectual property, compliance with government regulations and ability to secure additional capital to fund operations.

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The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $ 762.4 million as of December 31, 2025.

As of December 31, 2024 the Company had cash and cash equivalents of $ 771.7 million.

As of December 31, 2025 the Company had cash, cash equivalents and marketable securities of $ 728.9 million.

Management believes that the existing financial resources are sufficient to continue operating activities for at least the twelve-month period following the issuance of these consolidated financial statements.

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Significant elements involved in the determination of the functional currency change included a shift in the Company’s sources of financing from EUR to USD given its access to the U.S.

public market and an increase of

operating costs incurred in USD due to Phase 3 trials taking place predominantly in the United States, among other factors.

public market and an increase of operating costs incurred in USD due to Phase 3 trials taking place predominantly in the United States, among other factors.

Given these significant changes, management concluded that the majority of the factors supported the determination of the USD as the functional currency.

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If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

categorization (based on the lowest level input that is significant to the fair value measurement as a whole), at the end of each reporting period.

For assets and liabilities that are recognized in the consolidated financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole), at the end of each reporting period.

The Company estimates that the carrying amounts of the cash and cash equivalents, prepayments and other receivables, other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair values.

Segment Information

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The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash

The Company maintains certain cash balances restricted to withdrawal or use.

Restricted cash includes cash held as collateral for certain contractual agreements.

Marketable Securities

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government agency obligations that are classified as available-for-sale.

All marketable securities have a maturity of less than one year from the date of purchase.

Further, since these securities are highly liquid and available to fund current operations, they are classified as current assets on the consolidated balance sheets.

Marketable securities are classified as current if their expected maturity is within one year of the balance sheet date and non-current if their maturity is beyond one year of the balance sheet date.

The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity.

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To determine whether an impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis.

During the year ended December 31, 2024 the Company determined it did no t have any securities that were other-than-temporarily impaired.

During the years ended December 31, 2025 and 2024 , the Company determined it did no t have any securities that were other-than-temporarily impaired.

Prior to 2024, the Company held no marketable securities.

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The Company accounts for the public warrants and private placement warrants in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity , under which the public warrants and private placement warrants do not meet the criteria for equity treatment and must be recorded as liabilities carried at fair value.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as (expense)/income in the consolidated statements of operations and comprehensive loss.

This liability is subject to re-measurement at

each balance sheet date until exercised, and any change in fair value is recognized as (expense)/income in the consolidated statements of operations and comprehensive loss.

The public warrants are valued based on the quoted market price as of each relevant reporting date, which is a Level 1 fair value measurement.

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The Company accounts for the Earnout Shares (as defined below) allocated to Participating Shareholders (as defined below) in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity , under which the Earnout Shares allocated to Participating Shareholders do not meet the criteria for equity treatment and must be recorded as liabilities carried at fair value.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in

fair value is recognized as (expense)/income in the consolidated statements of operations and comprehensive loss.

The liability is valued utilizing the Black-Scholes model, taking into account the probability of achieving the applicable milestone.

The valuation of the Earnout Shares allocated to Participating Shareholders is considered to be a Level 3 fair value measurement.

Tranche Rights

On December 30, 2020, we entered into the Series A Subscription Agreement to issue Series A Preferred Shares for up to an aggregate amount of € 160 million, occurring in two tranches.

The first tranche closed in January 2021 (the “First Closing”).

The Series A subscription agreement entitled us to cause the investors to subscribe for the second tranche Series A Preferred Shares upon the occurrence of certain clinical development and business development milestones.

As part of the Series A subscription agreement, investors were entitled to participate in the second tranche earlier, if they elect.

This tranche right was determined to be a “freestanding financial instrument” as defined in the ASC Master Glossary because the tranche rights were transferable, and they did not need to be transferred with the related Series A shares.

Further, upon the exercise of tranche rights, Series A shares held by investors remain outstanding.

Management assessed the freestanding financial instrument under ASC 480, Distinguishing Liabilities from Equity , and determined that the tranche rights should be accounted for as a liability at fair value and revalued at each reporting period until settlement, with changes in the fair value recorded in the consolidated statements of operations and comprehensive loss.

This determination was made because the tranche rights were exercisable at the investor’s election, and therefore future issuance of Series A shares were a contingent event that was not in the Company’s control.

We issued the second tranche of Series A Preferred Shares in February 2022.

This exercise of the tranche rights resulted in cash proceeds to the company, derecognition of the tranche right liability, and Series A Preferred Shares recognized at fair value, with the difference recorded to the consolidated statements of operations and comprehensive loss.

Profit rights - Dezima acquisition

On April 9, 2020, the Company entered into a purchase agreement with Saga Investments Coöperatief U.A., an affiliate of Amgen (“Amgen”) (the “2020 SPA”), to acquire all of the outstanding share capital of Dezima, a company whose principal activity was to develop compounds that treat cardiovascular disease related to dyslipidemia.

The principal reason for this acquisition was to secure the intellectual property, licensing and know-how of the patented drug Obicetrapib and the in-process research and development (“IPR&D”).

The Company paid consideration of € 1 for the IPR&D asset and could potentially make an additional contingent payment depending on future qualifying exit events, if they occurred.

In connection with the 2020 SPA, the Company and Amgen entered into a profit right and waiver agreement with Mitsubishi Tanabe Pharma Corporation (“MTPC”) (the “Profit Right Agreement”) in consideration for the waiver of certain rights held by MTPC prior to the Dezima transaction.

The Company evaluates acquisitions of assets and other similar transactions in accordance with ASC 805, Business Combinations, to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen is met, the transaction is accounted for as an asset acquisition.

The acquisition of Dezima was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired is concentrated in the IPR&D of Obicetrapib.

Additionally, the Company determined that as of the acquisition date, the IPR&D did not have an alternative future use by which the economic benefits could be anticipated and estimated.

Therefore, it did not meet the definition of an asset and was expensed as incurred.

The aggregate contingent consideration to be paid to Amgen and MTPC would become payable upon a traditional underwritten public offering or an exit event, as defined in the 2020 SPA.

These rights were recognized as a contingent consideration liability.

Contingent consideration in an asset acquisition is measured and recognized when payment becomes probable and a reliable estimate can be made.

Subsequent changes in the accrued amount of

contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets.

However, as the acquired asset in the Dezima transaction was IPR&D with no alternative future use, any adjustment to the cost is expensed during the period and not capitalized.

The execution of the Menarini License (as defined in Note 4), in combination with the FLAC Merger (as defined in Note 3), qualified as an exit event pursuant to the 2020 SPA.

As a result, on the Closing Date (as defined in Note 3), pursuant to the Profit Right Agreement, Amgen and MTPC each received their respective contingent payments in the form of Ordinary Shares.

Immediately prior to the closing of the Business Combination, the value of the financial liability was adjusted to equal the fair value of the Ordinary Shares to be issued to Amgen and MPTC at the closing of the Business Combination with the change in fair value recognized through earnings in the consolidated statement of operations and comprehensive loss.

Finally, the liability was derecognized with the corresponding offset to equity to record the issuance of the Ordinary Shares to Amgen and MTPC.

Revenue Recognition

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recognize revenue when (or as) the Company satisfies a performance obligation.

The Company performs an analysis to identify the performance obligations for its license agreement.

Where a license agreement comprises several promises, it must be assessed whether these promises are capable of being distinct within the context of the contract.

The Company has entered into License and Supply agreements with customers.

Upon entering into these agreements, the Company performs an analysis to identify the performance obligations.

Where an agreement comprises several promises, it must be assessed whether these promises are capable of being distinct within the context of the contract.

Promised goods or services are considered distinct when:

(i) the customer can benefit from the good or service on its own or together with other readily available resources, and (ii) the promised good or service is separately identifiable from other promises in the contract.

In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own and whether the required expertise is readily available.

In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises.

The Company estimates the transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract.

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Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation.

Revenue is recognized when the customer obtains control of the goods and/or services as provided in the license agreement.

Revenue is recognized when the customer obtains control of the goods and/or services as provided in the agreements.

The control can be transferred over time or at a point in time – which results in the recognition of revenue over time or at a point in time.

Consideration received in advance of satisfying the related performance obligations is recorded as deferred revenue until those obligations are fulfilled.

License Agreements:

The Company recognizes revenue over time as the customer simultaneously receive the benefits provided by the Company’s performance, satisfied over time.

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The Company will recognize royalty revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied)

Supply Agreements:

Revenue is made pursuant to purchase orders and is recognized at a point in time when the control of the product has been transferred to the customer which aligns with shipping terms.

In the normal course of business, the Company does not accept product returns and does not provide customers with the right to a refund.

Research and Development Expense

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Quantification of the research and development expenses incurred during the period requires judgment based on key estimates comprising of non-financial data, because the progress of activities is not directly observable and therefore the precise timing of the research and development activities may not be entirely certain.

In estimating progress toward completion of specific tasks, the Company therefore uses non-financial data such as number of patient screenings, patient visits, patient enrollment, clinical site activations and vendor information of actual costs incurred.

In estimating progress

toward completion of specific tasks, the Company therefore uses non-financial data such as number of patient screenings, patient visits, patient enrollment, clinical site activations and vendor information of actual costs incurred.

This data is obtained through reports from outside service providers as to the progress or state of completion of trials or the completion of services and reviewed by Company personnel.

The costs of intangibles that are purchased from others for a particular research and development project and that have no alternative future uses are expensed as research and development costs at the time the costs are incurred or at the time when no alternative future use is identified.

The Company receives government incentives intended to support its research and development activities.

These incentives are administered through payroll tax programs that reduce the amount of wage‑related taxes owed.

Benefits received under these programs are recorded as a reduction of research and development expenses in the period in which they are realized.

As of December 31, 2025, the Company had no unfulfilled conditions or contingencies related to these incentives.

Selling, General and Administrative Expenses

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Personnel Expenses

Wages and salaries, social security contributions, payroll taxes, bonuses, and other employee benefits are recognized on the accrual basis in which the employee provides the associated services.

Wages and salaries, social security contributions, payroll taxes, bonuses, employee benefits and other personnel-related expenses are recognized on the accrual basis in which the employee provides the associated services or as costs are incurred.

The Company’s pension plans are classified as defined contribution plans, and, accordingly, no pension obligations are recognized in the balance sheet.

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Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense.

The Company assesses the likelihood that its

deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense.

Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

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The reporting currency of the Company is USD.

The Company translated assets and liabilities in prior periods at the exchange rate

in effect on the balance sheet date.

The Company translated assets and liabilities in prior periods at the exchange rate in effect on the balance sheet date.

Revenues and expenses are translated at the exchange rate prevailing at the date of the transaction.

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Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" which requires entities to enhance disclosures around segment reporting.

The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 , with early adoption permitted.

The Company adopted and applied the amendments of this ASU to its disclosures.

The application of this ASU did no t have a material impact on the Company's financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

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The guidance is effective for annual periods beginning after December 15, 2024 , with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

The Company adopted and applied the amendments of this ASU to its disclosures.

The application of this ASU did no t have a material impact on the Company's financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" which requires entities to enhance disclosures around the nature of expenses included in the income statement.

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The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU-2025-05, "Financial Instruments—Credit Losses (Topic 326)" which require entities to enhance the measurement of credit losses for accounts receivables and contract assets.

The guidance is effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU-2025-06, "Intangibles—Goodwill and Other—Internal-use software (Subtopic 350-40)" which modernizes the accounting for software costs under Subtopic 350-40.

The guidance is effective for annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU-2025-10, "Government Grants (Topic 832)" which establishes authoritative guidance on the accounting for government grants received by business entities.

The guidance is effective for annual periods beginning after December 15, 2028, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

Prior to November 22, 2022, NewAmsterdam Pharma Company N.V.

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Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company, immediately following the Exchange, issuing shares for the net assets of FLAC.

As of the Closing Date the net assets of FLAC totaled $ 67.9 million which consisted of $ 71.9 million of cash, less liabilities assumed of $ 4.0 million.

As of the Closing

Date the net assets of FLAC totaled $ 67.9 million which consisted of $ 71.9 million of cash, less liabilities assumed of $ 4.0 million.

The Company provided consideration with fair value of $ 130.1 million in the form of Ordinary Shares.

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Following the Merger, upon the achievement of a certain clinical development milestone, the Company will issue to the Participating Shareholders, Amgen, MTPC and holders of options to purchase shares of NewAmsterdam Pharma Holding B.V.

prior to the closing of the Business Combination, who were directors, officers, employees or consultants of NewAmsterdam Pharma as of the date of the Business Combination Agreement and who are at the time of achievement of such milestone still providing services to the Company (the “Participating Optionholders”), 1,886,137 additional Ordinary Shares (the “Earnout Shares”), which in the case of the Participating Optionholders will take the form of awards of restricted stock units.

In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred and, as a result, a total of 1,743,136 Earnout Shares and 143,001 Earnout RSUs were issued to Participating Shareholders and Participating Optionholders, respectively.

The Company raised an additional $ 234.6 million in net equity proceeds through a private placement of Ordinary Shares with existing shareholders of NewAmsterdam Pharma Holding B.V., FLAC and other new investors (the “PIPE Financing”).

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prior to the Merger in addition to making additional share-based payments.

Menarini License Agreement

On June 23, 2022, NewAmsterdam Pharma Holding B.V.

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The Company remains responsible for the development and commercialization costs related to Licensed Products, excluding local development, regulatory and commercialization costs incurred by Menarini in the Menarini Territory.

In addition, Menarini is expected to purchase the Licensed Products from the Company in accordance with a supply agreement that is to be executed following the execution of the Menarini License and prior to

commercialization.

As such, the Company determined that the agreements should not be combined as a single contract pursuant to the guidance prescribed in ASC 606.

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The Company has evaluated the Menarini License based on the requirements of ASC 606 and has concluded the following:

Within the license performance obligation described below, there are various licenses granted under the Menarini License which do not currently represent distinct performance obligations in themselves, as the licenses are highly interrelated and Menarini would likely be unable to derive significant benefits from their access to these licenses on an individual basis.

interrelated and Menarini would likely be unable to derive significant benefits from their access to these licenses on an individual basis.

• The Company, considering that (i) there are no material restrictions included in the contract which would prevent Menarini to direct the use of, and obtain substantially all of the remaining benefits and (ii) the majority of the Company’s remaining development activities are in late-stage development and are not expected to significantly affect the functionality of the underlying intellectual property, concludes that the license as of the effective date of the contract has standalone value.

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The Company has allocated the transaction price to each performance obligation identified on a relative stand-alone selling price basis.

The Company has used a combination of methods to calculate the stand-alone selling prices, using the expected cost plus a margin approach to calculate the standalone selling price of the research and

development services required in the Menarini License and needed to commercialize obicetrapib in the Menarini Territory and the residual approach to calculate the stand-alone selling price for the license based on the fair value of the total promised goods and services in the Menarini License considering that the Company has not yet established a price for licenses, has not historically sold licenses on a stand-alone basis (i.e., the selling price is uncertain), and the amount allocated is consistent with the allocation objective as the Company believes the stated upfront amount is consistent with a risk-adjusted price that a market participant would be willing to pay for the licenses.

The Company has used a combination of methods to calculate the stand-alone selling prices, using the expected cost plus a margin approach to calculate the standalone selling price of the research and development services required in the Menarini License and needed to commercialize obicetrapib in the Menarini Territory and the residual approach to calculate the stand-alone selling price for the license based on the fair value of the total promised goods and services in the Menarini License considering that the Company has not yet established a price for licenses, has not historically sold licenses on a stand-alone basis (i.e., the selling price is uncertain), and the amount allocated is consistent with the allocation objective as the Company believes the stated upfront amount is consistent with a risk-adjusted price that a market participant would be willing to pay for the licenses.

In 2022, at contract inception, the Company allocated $ 98.6 million to the license performance obligation which was immediately recognized as revenue in its consolidated statement of operations and comprehensive loss and $ 22.3 million to the R&D performance obligation, which was initially recognized as deferred revenue in the consolidated balance sheet.

The revenue related to the R&D performance obligation is recognized over time as costs are incurred in connection with fulfilling the obligation.

At each reporting date the Company reviews the total costs incurred to date and the total expected costs necessary to fulfill the R&D performance obligation.

At each reporting date the Company reviews the total costs incurred to

date and the total expected costs necessary to fulfill the R&D performance obligation.

Revenue related to the R&D performance obligation is recognized based upon the percentage of total costs expected costs incurred to date based upon the latest information available to management.

During the year ended December 31, 2025 it was determined that the R&D performance obligation was satisfied in full and, as such, all of the deferred revenue on the consolidated balance sheet as of January 1, 2025 has been recognized as revenue during the year.

The Menarini License also provides for certain milestone payments from Menarini to the Company upon the achievement of specified development, regulatory and commercial milestones linked to the enhanced value of the license performance obligation.

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At the end of each reporting period, the Company assessed the probability of significant reversals for any amounts that became likely to be realized prior to recognizing the variable consideration associated with these payments within the transaction price.

In the years ended December 31, 2024, 2023 and 2022 the Company recognized revenues of $ 27.3 million, $ 5.4 million and nil, respectively, related to the achievement of clinical milestones.

In the years ended December 31, 2025, 2024 and 2023 the Company recognized revenues of nil, $ 27.3 million and $ 5.4 million, respectively, related to the achievement of clinical milestones.

Revenues related to the achievement of milestones under the Menarini License are attributed to the license performance obligation and are recognized when the milestone is achieved.

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These development cost contributions are considered to be linked to the R&D performance obligation.

Due to the scientific uncertainties around the commercialization of the Licensed Products based on the success of clinical trials, which is not within the control of the Company, the fixed € 27.5 million is considered constrained at contract inception and is not initially recognized within the transaction price until it becomes highly probable of no significant revenue reversal.

In the year ended December 31, 2024, it was determined that the first installment of the development cost reimbursements was probable to be realized with no significant reversals.

As such, the amount of the first installment was added to the transaction price.

Based on the percentage of completion of the R&D performance obligation, as described above, $ 11.9 million was recognized as revenue as a cumulative catchup and the remaining $ 2.4 million was recognized as deferred revenue.

The deferred revenue is recognized within current and non-current liabilities based on the expected timing of the associated research and development services.

In connection with the Menarini License, the company recognizes as current liabilities the amount for which it expects to perform the associated services within twelve months after the reporting period and the remaining amounts are recognized as non-current liabilities.

Due to the scientific uncertainties around the commercialization of the Licensed Products based on the success of clinical trials, which is not within the control of the Company, the fixed € 27.5 million was considered constrained at contract inception and was not initially recognized within the transaction price until it became highly probable of no significant revenue reversal.

As of December 31, 2025 , both installments had been determined to be probable to be realized with no significant reversals.

As such, the full € 27.5 million is included in the transaction price and, based on the percentage of completion of the R&D performance obligation, as described above, has been fully recognized as revenue.

Lastly, the Company is entitled to receive tiered royalty payments based on annual aggregate net sales of all Licensed Products in the Menarini Territory, subject to specified reductions upon commercialization.

the expiration of regulatory exclusivity in such country for such Licensed Product and (iii) a specified number of years after the first commercial sale of such Licensed Product in such country (the term of the agreement).

The royalty term begins for each Licensed Product on a country-by-country basis upon the first commercial sale of such product in such country and ends on the later of (i) the expiration of the last-to-expire patent that includes a valid claim, (ii) the expiration of regulatory exclusivity in such country for such Licensed Product and (iii) a specified number of years after the first commercial sale of such Licensed Product in such country (the term of the agreement).

In accordance with ASC 606, the Company recognizes revenue from royalty payments at the later of (i) the occurrence of the subsequent sale;

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The Company anticipates recognizing these royalty payments if and when subsequent sales are generated from the Licensed Products.

To date the Menarini License has been the only source of revenue to the Company and all such revenues derive from Italy.

Menarini Supply Agreement

On August 12, 2025, NewAmsterdam Pharma B.V.

entered into a supply agreement with A.

Menarini International Licensing S.A.

(“Menarini”) to provide commercial supply of Products (as defined below) for distribution in specified European territories (the “Menarini Supply Agreement”).

The Company recognizes revenue from the sale of obicetrapib tablets, as a monotherapy and as a fixed-dose combination therapy with ezetimibe, or from the sale of active pharmaceutical ingredients for the manufacture of such tablets (collectively, “Products”).

The Company’s product supply revenue is recognized at a point in time when the performance obligation is satisfied by transferring control of the promised goods or services to the customer and it is probable that it will collect the consideration to which it is entitled.

In accordance with the terms of the

Menarini Supply Agreement, control of the product is transferred upon the conveyance of title, which occurs when the product is made available to the customer.

The transaction price is contractually fixed at a markup of the actual cost of goods sold.

Due to the cost-based nature of the agreement, the pricing structure includes a variable component which is measured using the expected value method.

At each reporting period end, the Company updates its estimate of the transaction price using actual cost data and forecasted expenses.

The Company considers the variable consideration constraint under ASC 606 to ensure that it is probable that a significant reversal of cumulative revenue recognized will not occur.

The Company will invoice the customer upon the acceptance of purchase orders and is not adjusted for a significant financing component as the period between the transfer of goods and payment is less than one year.

Consideration received prior to the satisfaction of performance obligations are deferred until the date of satisfaction.

The Company states revenues net of any taxes collected from customers that are required to be remitted to various government agencies.

The amount of taxes collected from customers and payable to governmental entities is included on the balance sheet as part of accrued expenses and other current liabilities.

To date, the Menarini License and the Menarini Supply Agreement have been the only sources of revenue to the Company and all such revenues derive from Italy.

Revenue consisted of the following:

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License revenue attributed from R&D performance obligation

Supply Revenue

Total revenue

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Beginning balance on January 1

Addition of deferred revenue under the Menarini License

Revenue recognized under the Menarini License during the period

Addition of deferred revenue during the period

Revenue recognized during the period

Ending balance on December 31

Cash, cash equivalents and marketable securities

A summary of cash, cash equivalents and marketable securities held by the Company as of December 31, 2024 and 2023 is as follows:

A summary of cash, cash equivalents and marketable securities held by the Company as at December 31, 2025 and 2024 is as follows:

As at December 31, 2025

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Money market funds (Level 1)

US government agency securities (Level 2)

Total cash and cash equivalents

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US government agency securities due within one year (Level 2)

US government securities due between one and two years (Level 1)

US government agency securities due between one and two years (Level 2)

Total marketable securities

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Cash and cash equivalents:

Money market funds (Level 1)

US government agency securities (Level 2)

Total cash and cash equivalents

Marketable securities

US government securities due within one year (Level 1)

US government agency securities due within one year (Level 2)

Total marketable securities

Fair Value Measurements

As of December 31, 2024 and 2023, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following:

As at December 31, 2025 and 2024, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following:

As at December 31, 2025

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The estimated fair value of the Earnout Shares to Participating Shareholders was determined using Level 3 inputs, other than the Company's share price as a Level 1 input, as no observable market inputs were available.

The Earnout Shares allocated to Participating Shareholders have been measured at fair value using a Black-Scholes pricing model.

Shares allocated to Participating Shareholders have been measured at fair value using a Black-Scholes pricing model.

Given the assumed zero dividend rate and the fact that no strike price exists that would have led to any volatility measure relative to the Company's share price, the fair value of the Earnout Shares allocated to Participating Shareholders resulting from the Black-Scholes pricing model is entirely driven by the Company’s closing share price as a Level 1 input and the probability of milestone completion as a Level 3 input.

As such, the relevant inputs to the fair value of the derivative earnout liability are as follows:

December 31, 2024

At settlement

December 31, 2024

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Strike price (USD)

During the year ended December 31, 2024 the Company announced positive topline results from its Phase 3 BROOKLYN and BROADWAY clinical trials.

Completion of and positive results from the BROOKLYN and BROADWAY trials are the main components of the milestone which is required in order for the Earnout Shares to be issued, excepting completion of certain study reports.

The Company has determined that the completion of the BROOKLYN and BROADWAY clinical trial with both clinical trials meeting their primary endpoints increases the estimated probability of achieving the milestone from 40 % as of December 31, 2023 to 100 % as of December 31, 2024.

As management's judgment of the probability of milestone completion remained constant, the change in fair value resulted from the Company’s price per share between valuation dates.

The following table presents a reconciliation of the earnout liability measured on a recurring basis using Level 3 inputs as of December 31, 2025 and 2024:

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Change in fair value recognized through earnings

Settlement of derivative earnout liability upon achievement of milestone

Balance on December 31, 2025

All changes in fair value recognized in the statement of operations are unrealized.

There were no sales, purchases, settlements or transfers into or out of Level 3 of the fair value hierarchy related to the earnout liability during the years ended December 31, 2024 and 2023 .

In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred.

As a result, the derivative earnout liability was settled in full, with a total of 1,743,136 Ordinary Shares issued in accordance with the terms of the Business Combination Agreement.

Prepayments and Other Receivables

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• the holders of Ordinary Shares have pre-emption rights in case of share issuances or the grant of rights to subscribe for shares, except if such rights are limited or excluded by the corporate body authorized to do so and except in such cases as provided by Dutch law and the Articles of Association

On November 21, 2022 in connection with the Exchange, as described in Note 3, all the outstanding share capital of NewAmsterdam Pharma Holding B.V., consisting of 11,731,158 Series A Preferred Shares and 5,285,714 ordinary shares, was exchanged for Ordinary Shares of the Company at a ratio of approximately 2.13 per share.

The Series A Preferred Shares were classified in accordance with ASC 480, Distinguishing Liabilities from Equity which required that the shares be classified outside of permanent shareholders’ equity.

Accordingly, the Series A Preferred Shares were classified as Mezzanine Equity in the applicable periods.

February 2024 Follow-on Offering

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The net proceeds to the Company from the December 2024 Offering were $ 453.4 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.

As of December 31, 2024 none of the Pre-Funded Warrants issued in connection with the December 2024 Offering have been exercised.

As of December 31, 2025 a total of 1,293,944 of the Pre-Funded Warrants issued in connection with the December 2024 Offering have been exercised, resulting in the issuance of 1,293,938 Ordinary Shares.

At-the-Market Offering

On August 9, 2024, the Company entered into an amended and restated sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”), pursuant to which the Company may issue and sell from time to time up to $ 250 million of its Ordinary Shares through or to TD Cowen as the Company's sales agent or acting as principal in any method deemed to be an “at the market offering.” TD Cowen will receive a commission of up to

3.0 % of the gross proceeds of any Ordinary Shares sold pursuant to the Sales Agreement.

During the year ended December 31, 2025 , the Company did no t sell any Ordinary Shares pursuant to the Sales Agreement.

Issuance of Earnout Shares

In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred and, as a result, a total of 1,743,136 Ordinary Shares were issued in accordance with the terms of the Business Combination Agreement.

Employee Receivables Due Upon Exercise of Company Options

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Long Term Incentive Plans

The Plans are equity-settled, and the Company may grant various forms of equity awards, including the granting of options to purchase Ordinary Shares (“Company Options”) and restricted stock units (“RSUs”), pursuant to the Plans.

In total, as of December 31, 2025 a maximum of 28,435,355 Ordinary Shares may be reserved for issuance pursuant to the Plans.

The number of Ordinary Shares reserved for grant under the Plan will increase annually on

January 1 of each calendar year by 5 % of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Board of Directors.

The number of Ordinary Shares reserved for grant under the Plan will increase annually on January 1 of each calendar year by 5 % of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Board of Directors.

The contractual term is 10 years from grant date for options granted under the Plans.

In general, each Company Option granted in 2025 has a four-year vesting period with 25 % vesting after one year and the remaining 75 % vesting in equal monthly installments over the next following three years .

In general, each RSU, other than the Earnout RSUs, has a three-year vesting period with one-third vesting on each one-year anniversary of the vesting start date.

Modification of Options

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The total fair value of the 210,655 modified Company Options for which the vesting period was shortened is equal to $ 1.2 million.

Any expense previously recognized for such Company Options was reversed on the modification date and the full fair value of the modified Company Options was recognized over the new applicable service period.

Any expense previously recognized for such Company Options was reversed on the modification date and the full fair value of the modified Company Options was recognized over the new applicable service

For the 188,498 modified Company Options for which only the exercise period was extended the total fair value of the modification is equal to $ 0.1 million, all of which is recognized on the modification date.

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The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 12.66 , $ 6.70 and $ 4.70 per option for options granted during the years ended December 31, 2025, 2024 and 2023, respectively.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the years ended December 31, 2024 and 2023 was $ 27.2 million and $ 1.7 million, respectively.

No stock options were exercised in 2022.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 59.9 million, $ 27.2 million and $ 1.7 million, respectively.

Weighted average assumptions used to apply this pricing model were as follows:

Year ended December 31,

Expected life (years)

Risk-free rate

Dividend yield

Expected term (years)

Risk-free interest rate

Expected volatility

Expected dividend yield

Expected Term

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Since the Company was privately held through November 2022, it alone does not have sufficient relevant company-specific historical data to support its expected volatility alone.

In prior periods, due to the insufficiency of historical volatility data on the Company’s own securities, the expected volatility input was determined using comparable companies alone.

Beginning on January 1, 2024 expected volatility input was determined using a weighted average calculation considering the volatility of the Company’s own securities and the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants.

Prior to 2024, due to the insufficiency of historical volatility data on the Company’s own securities, the expected volatility input was determined using comparable companies alone.

Beginning on January 1, 2024 expected volatility input was determined using a weighted average

calculation considering the volatility of the Company’s own securities and the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants.

Initially, the volatility of the Company’s Ordinary Shares is assigned a weighting of 10 %.

This weighting will be increased by 5 % per calendar quarter (i.e.

to 15 % in Q2 2024, 20 % in Q3 2024 and 25 % in Q4 2024), until the expected volatility input is based entirely on the historical volatility of the Company’s Ordinary Shares.

45 % in Q4 2025), until the expected volatility input is based entirely on the historical volatility of the Company’s Ordinary Shares.

For purposes of identifying comparable companies, the Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards.

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Treasury yield curve in effect at the time of grant, with a term that approximates the expected life of the option.

Expected Dividend

The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its ordinary shares.

Restricted Stock Units (“RSUs”)

As at December 31, 2024 and 2023 the Company had allocated 143,002 and 143,002 Earnout Shares, respectively, to be granted to Participating Optionholders if and when a certain clinical development milestone is achieved during the earnout period.

These Earnout Shares will be delivered in the form of awards of RSUs (the "Earnout RSUs") granted pursuant to the Plan to such Participating Optionholders who are, at the time of achievement of such milestone, still providing services to the Company.

The development milestone consists of the achievement and public announcement of Positive Phase 3 Data for each of the Company’s BROADWAY clinical trial and BROOKLYN clinical trial at any time during the period beginning on November 22, 2022 and ending on the date that is five years after such date.

Prior to 2024 no expense was recognized in relation to the Earnout RSUs as the milestone was not deemed probable to occur.

During 2024 the probability of the milestone completion was reassessed and the milestone was deemed probable to occur.

Therefore, the Company began to recognize expense in relation to the Earnout RSUs in accordance with ASC 718.

Expected Dividend Yield

The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends on its ordinary shares.

Restricted Share Units (“RSUs”)

As at December 31, 2024 , the Company had allocated 143,002 Earnout Shares to be granted to Participating Optionholders if and when a certain clinical development milestone is achieved during the earnout period.

In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred and, as a result, Earnout Shares were delivered in the form of awards of RSUs (the “Earnout RSUs”) granted pursuant to the LTIP Plan to such Participating Optionholders who were, at the time of achievement of such milestone, still providing services to the Company.

In total, 143,001 Earnout RSUs were granted, all of which have vested.

Though the Earnout RSUs were only legally granted upon the achievement of the milestone triggering event, in accordance with ASC 718, the Company determined the grant date of such Earnout RSUs to be November 22, 2022 for accounting purposes and began recognizing the associated share-based compensation expenses once the milestone was deemed probable to occur.

The changes for the year ended December 31, 2025 in the number of RSUs outstanding are as follows:

Number of RSUs

Weighted average fair value per share

Outstanding as at December 31, 2024

Forfeited/Cancelled

Outstanding as at December 31, 2025

The following summarizes the share-based payment expensed recognized by type of award and line-item:

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Share options

Restricted stock units

Restricted share units

Total share-based compensation expense

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Total share-based compensation expense

As of December 31, 2024, there was $ 27.1 million and $ 0.2 million of unrecognized compensation cost related to Company Options and Earnout RSUs that have not yet vested, respectively.

These costs are expected to be recognized over a weighted average remaining vesting period of 2.9 years and 0.3 years for the Company Options and the Earnout RSUs, respectively.

Chief Executive Officer Restricted Share Award

In July 2021, our chief executive officer, Michael Davidson, M.D., paid the fair market value of the underlying ordinary shares (in aggregate $ 838,806 ) when he made an investment in restricted shares issued through Depositary Receipts.

The total fair value of these equity-settled share-based payment awards amounts to nil and there will be no expenses recognized in the income statement.

This award had a four year vesting period with 25 % vesting on August 1, 2021 and the remaining 75 % vesting in equal monthly installments over the following three years .

In connection with the award arrangement, if Dr.

Davidson leaves the Company, all unvested Ordinary Shares will be cancelled against payment by the Company to him of the lower of the (i) the purchase price paid and (ii) the fair market value of such Ordinary Shares at the time of forfeiture.

In order to reflect the consideration paid and the possibility that the Ordinary Shares would be repurchased if Dr.

Davidson becomes a "Good Leaver" (as such term is defined in the award agreement) during the vesting period, the Company has recognized the consideration as a financial liability until the award has fully vested, at which time it will be reclassified to equity provided that Dr.

Davidson remains with the Company.

This liability is measured at the lower of (i) the purchase price paid and (ii) the fair market value of the Ordinary Shares at the end of the reporting period.

The liability for unvested Ordinary Shares as at December 31, 2024 and 2023 amounted to nil and $ 0.1 million, respectively.

For the year ended December 31, 2024, the movements in the number of Ordinary Shares outstanding are as follows:

Outstanding as at December 31, 2023

Granted/purchased during the year

Outstanding as at December 31, 2024

As of December 31, 2024 and 2023, a total of 608,779 and 519,999 Ordinary Shares had vested, respectively.

As of December 31, 2025, there was $ 37.3 million and $ 7.8 million of unrecognized compensation cost related to Company Options and RSUs that have not yet vested, respectively.

These costs are expected to be recognized over a weighted average remaining vesting period of 2.8 years and 2.1 years for the Company Options and the RSUs, respectively.

Segment Information

The Company has one operating segment and, therefore, one reportable segment, which comprises the discovery, development and commercialization of transformative therapies for cardio-metabolic diseases.

To date the Menarini License has been the only source of revenue to the Company and all such revenues derive from Italy.

To date the Menarini License and the Menarini Supply Agreement have been the only source of revenue to the Company and all such revenues derive from Italy.

The nature of the revenues are described in detail in Note 4 - Revenue.

The chief operating decision maker assesses performance and decides how to allocate resources based on consolidated net loss and earnings/(loss) before tax, adjusted for certain non-cash and non-operating items such as share-based compensation, change in fair value of derivatives and foreign currency gains or losses.

earnings/(loss) before taxes is used to monitor budget versus actuals and evaluate the operations of the Company.

The chief operating decision maker assesses performance and decides how to allocate resources based on consolidated net loss and loss before tax, adjusted for certain non-cash and non-operating items such as share-based compensation, change in fair value of derivatives and foreign currency gains or losses.

Adjusted loss before taxes is used to monitor budget versus actuals and evaluate the operations of the Company.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

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Such results and interactions are utilized together with assessment of the comparison of budget versus actuals in order to make decisions regarding the allocation of resources.

The following table presents the adjusted earnings/(loss) before taxes for the Company's single segment for each of the years ended December 31, 2024, 2023 and 2022:

The following table presents the adjusted loss before taxes for the Company's single segment for each of the years ended December 31, 2025, 2024 and 2023:

Year ended December 31,

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Provision for income taxes

A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows:

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the actual provision for income taxes, net differs from the expected provision for income taxes computed at the Netherlands Federal statutory tax rate of 25.8 % due to the following:

Year ended December 31,

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Effective tax rate

The company has adopted ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures, on January 1, 2025 prospectively.

The following table is a reconciliation of the Netherlands federal statutory rate of

25.8 % to Company’s effective rate of the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:

Year ended December 31, 2025

NL federal statutory rate

Foreign tax effects

United States

Statutory tax rate difference between United States and Netherlands

Research and development tax credits

162(m) Executive Compensation

Changes in valuation allowances

State and local income tax, net of federal (national) income tax effect (1)

Change in valuation allowance

Nontaxable or nondeductible items

Share-based compensation

Changes in unrecognized tax benefits

Other adjustments

(1) Deferred state taxes in Florida made up the majority of the tax effect in this category.

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets are as follows as of December 31, 2025 and 2024:

Year ended December 31,

As at December 31,

(In thousands of USD)

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A significant component of objective negative evidence evaluated was our cumulative loss incurred over the three-year period ended December 31, 2025.

Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future

Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

On the basis of this evaluation, as at December 31, 2025, December 31, 2024 and December 31, 2023, a full valuation allowance has been recorded against our net deferred tax asset.

As of December 31, 2024, and December 31, 2023 , the Company had a valuation allowance of $ 184.6 million and $ 129.8 million, respectively, representing an increase of $54.8 million.

The valuation allowance is recorded on the balance sheet.

As of December 31, 2025, and December 31, 2024 , the Company had a valuation allowance of $ 217.0 million and $ 184.6 million, respectively, recorded on the balance sheet.

A valuation allowance is a non-cash charge, and does not limit the Company’s ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income.

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

As of December 31, 2025 , we had net operating loss carryforwards for Netherlands fiscal unity, US, and state income tax purposes of $ 362.5 million, $ 153.1 million, and $ 72.8 million, respectively.

These balances have been updated to reflect ongoing discussions with the Dutch Tax Authorities.

It is currently expected that the outcome of these discussions will result in an amortizable IP asset in exchange for the carry-forward losses through April 8, 2020.

A deferred tax asset has been recorded accordingly.

We also have federal research and development tax credit carryforwards of approximately $ 4.2 million that expire beginning in 2043 and state research and development tax credit carryforwards of approximately $ 1.8 million which can be carried forward indefinitely.

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We are subject to taxation in the United States, the Netherlands and various state jurisdictions.

As of December 31, 2024 , the tax years for 2021, 2022, and 2023 are subject to examination by the tax authorities in the United States and the tax year for 2023 is subject to examination by the tax authorities in the Netherlands.

As of December 31, 2025 , the tax years for 2022, 2023 and 2024 are subject to examination by the tax authorities in the United States and the tax years for 2023 and 2024 are subject to examination by the tax authorities in the Netherlands.

Due to our net operating loss and tax credit carryforwards, the income tax returns remain open to U.S.

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Net Loss per Ordinary Share

As discussed in Note 3, in connection with the Business Combination the Participating Shareholders exchanged their interest in the outstanding shares of NewAmsterdam Pharma Holding B.V.

for shares in the Company at a ratio of approximately 2.13 .

In order to present net loss per ordinary share on a comparable basis across all periods, the number of ordinary shares outstanding prior to the Business Combination have been adjusted for the exchange ratio of approximately 2.13 for the purposes of calculating the number of weighted average shares outstanding.

Basic and diluted net loss per ordinary share was calculated as follows:

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Stock options

Restricted Stock Units

Restricted share units

Outstanding warrants

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures