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NewAmsterdam Pharma Co N.V.

For the period ended Dec 31, 2025. Filed Feb 18, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 18, 2026

NAMS$19.00+0.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Financial Statements

Index to Financial Statements

Page
Report of Independent Registered Public Accounting Firm (Deloitte Accountants B.V.; PCAOB ID: 1243)F-2
Consolidated Balance Sheets as at December 31, 2025 and 2024F-5
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023F-6
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2025, 2024 and 2023F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023F-8
Notes to Consolidated Financial StatementsF-9

To the Shareholders and the Board of Directors of NewAmsterdam Pharma Company N.V.

Opinion on the Financial Statements

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

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Research and development accruals and prepayments – Refer to Notes 2, 7 and 8 to the financial statements

Critical Audit Matter Description

As disclosed in Note 2 to the financial statements, the Company records research and development accruals and prepayments for clinical trials based on estimates of the progress to completion of specific research and development tasks using data including information provided by vendors on their actual costs incurred. For certain vendors involved in clinical trials, the actual progress of the research and development activities may significantly differ from timing and value of invoices received and/or payments remitted under the terms of the agreements. Estimates of expenses incurred are further determined through discussions with both internal personnel and vendors as to the status of progress of completion of the specified research and development tasks. Expenses incurred in excess of amounts invoiced are recorded as accruals. Payments made in excess of expenses incurred are recorded as prepayments.

We identified the research and development accruals and prepayments of certain vendors in clinical trials as a critical audit matter because of the significant judgment required by management in estimating the progress of the research and development activities conducted, as the progress is not directly observable. This required a high degree of auditor judgment and an increased extent of effort when performing procedures to audit management's estimates of progress and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

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

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.

Inspecting selected research agreements, as well as amendments thereto, to evaluate whether the progress of the clinical trials reflects all relevant contractual elements.

Assessing publicly available information, such as press releases and investor presentations, and board’s meeting minutes regarding the status of clinical trial activities and comparing this information to the judgments applied in recording of the accruals and prepayments.

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.

/s/Deloitte Accountants B.V.

Eindhoven, The Netherlands

February 18, 2026

We have served as the Company's auditor since 2020.

To the Shareholders and the Board of Directors of NewAmsterdam Pharma Company N.V.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of NewAmsterdam Pharma Company N.V. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 18, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Accountants B.V.

Eindhoven, The Netherlands

February 18, 2026

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