NewAmsterdam Pharma Co N.V.
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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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$19.18+0.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(1) Financial Statements:
The Financial Statements required to be filed by Item 8 of this Annual Report, and filed in this Item 15, are as follows:
| 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 2024 | F-3 | |
| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023 | F-4 | |
| Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2025, 2024 and 2023 | F-5 | |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | F-6 | |
| Notes to Consolidated Financial Statements | F-7 |
(2) Financial Statement Schedules:
Schedules are omitted because they are not applicable, or are not required, or because the information is included in the financial statements and notes thereto.
(3) Exhibits:
| Exhibit No. | Description of Document |
| 2.1 | Business Combination Agreement, dated as of July 25, 2022, by and among Frazier Lifesciences Acquisition Corporation, NewAmsterdam Pharma Holding B.V., NewAmsterdam Pharma Company B.V. and NewAmsterdam Pharma Investment Corporation (incorporated by reference to Annex A to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022). |
| 2.2 | Plan of Merger (incorporated by reference to Annex B to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022). |
| 3.1 | English translation of the Deed of Conversion and Articles of Association of NewAmsterdam Pharma Company N.V. (incorporated by reference to Exhibit 1.1 to the Shell Company Report on Form 20-F (File No. 001-41562), filed with the SEC on November 28, 2022). |
| 4.1 | Warrant Assignment, Assumption and Amendment Agreement, among Continental Stock Transfer & Trust Company, NewAmsterdam Pharma Company B.V. and Frazier Lifesciences Acquisition Corporation (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022). |
| 4.2 | Warrant Agreement, between Frazier Lifesciences Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 (File No. 333-250858), filed by Frazier Lifesciences Acquisition Corporation with the SEC on November 20, 2020). |
| 4.3 | Warrant Certificate of NewAmsterdam Pharma Company N.V (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022). |
| 4.4 | 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). |
| 10.1 | Form of Subscription Agreement (incorporated by reference to Annex C to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022). |
| 10.2 | Investor Rights Agreement, dated November 22, 2022, by and among NewAmsterdam Pharma Company N.V. and certain of its shareholders (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 (File No. 333-268888), filed with the SEC on January 17, 2023). |
| 10.3+ | Form of Director & Officer Indemnity Agreement (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022). |
| 10.4+ | NewAmsterdam Pharma Company N.V. Long-term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024). |
| 10.5+ | NewAmsterdam Pharma Company N.V. Rollover Option Plan (incorporated by reference to Exhibit 4.16 to the Shell Company Report on Form 20-F (File No. 001-41562), filed with the SEC on November 28, 2022). |
| 10.6+ | NewAmsterdam Pharma Company N.V. Supplementary Long-term Incentive Plan (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form F-1 (File No. 333-268888), filed with the SEC on January 17, 2023). |
| 10.7+ | NewAmsterdam Pharma Company N.V. 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). |
| 10.8+ | 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. |
| 10.9+ | NewAmsterdam Pharma Company N.V. Form of Award Agreement for Restricted Share Unit Grants under Long-term Incentive Plan and Inducement Plan. |
| 10.10+ | 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). |
| 10.11+ | Employment Agreement, dated July 1, 2025, between NewAmsterdam Pharma B.V. and Dr. 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). |
| 10.12+ | 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). |
| 10.13+ | Employment Agreement, dated July 1, 2025, between NewAmsterdam Pharma B.V. and Louise Kooij. |
| 10.14+ | 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). |
| 10.15+ | 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). |
| 10.16+ | 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). |
| 10.17† | License Agreement, dated June 23, 2022, between A. Menarini International Licensing S.A. and NewAmsterdam Pharma B.V. (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4/A (File No. 333-266510), filed with the SEC on September 13, 2022). |
| 10.18† | Amendment to License Agreement, dated January 15, 2024, between NewAmsterdam Pharma B.V. and A. 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) |
| 10.19† | 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). |
| 19.1 | Insider Trading Policy of the Company. |
| 21.1 | List of Subsidiaries. |
| 23.1 | Consent of Deloitte Accountant B.V., independent registered public accounting firm. |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation of NewAmsterdam Pharma Company N.V. (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024). |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page Interactive Data File-the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments |
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