Merus NV 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒ shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitionsof “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common shares on The Nasdaq StockMarket on June 30, 2024, was approximately$3,996.5million.The number of shares of registrant’s Common Shares outstanding as of February 21, 2025 was69,090,469.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement that the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s2025Annual General Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.Auditor Firm ID1012Auditor Name:KPMG Accountants N.V.Auditor Location:Amstelveen, The Netherlands Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities99Item 6.[Reserved]99Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations100Item 7A.Quantitative and Qualitative Disclosures About Market Risk109Item 8.Financial Statements and Supplementary Data109Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure109Item 9A.Controls and Procedures110Item 9B.Other Information110Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections110 PART III Directors, Executive Officers and Corporate Governance111Executive Compensation114Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters114Certain Relationships and Related Transactions, and Director Independence114Principal Accounting Fees and Services114 Item 10.Item 11.Item 12.Item 13.Item 14. PART IV Exhibits, Financial Statement SchedulesForm 10-K Summary CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements. All statements other than statements of historical facts contained in this Annual Report on Form 10-K areforward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,”“target,” “project,” “contemplate,” “believe,” “estimate,” “forecast,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not allforward-looking statements contain these words. Forward-looking statements contained in this Annual Report on Form 10-K, include without limitation statements regarding ourplans to develop and commercialize our product candidates, the timing of our ongoing or planned clinical trials, including with respect to anticipated clinical data readouts thetiming of and our ability to obtain and maintain regulatory approvals, the clinical utility of our product candidates, our commercialization, marketing and manufacturing capabilitiesand strategy, our expectations surrounding our collabo