Galapagos NV ADR 2025年年度报告和过渡报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐NoIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of1934.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such 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 (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification afterIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting April5, 2012. under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒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 to previously 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’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b)◻ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow.☐Item17☐Item18 TABLE OF CONTENTS PageINTRODUCTION1PARTI4Item1Identity of Directors, Senior Management and Advisers4Item2Offer Statistics and Expected Timetable4Item3Key Information4A.Reserved4B.Capitalization and Indebtedness4C.Reasons for the Offer and Use of Proceeds4D.Risk Factors4Item4Information on the Company62A.History and Development of the Company62B.Business Overview63C.Organizational Structure126D.Property, Plants and Equipment126Item4AUnresolved Staff Comments127Item5Operating and Financial Review and Prospects127A.Operating Results140B.Liquidity and Capital Resources148C.Research and Development, Patents and Licenses, Etc153D.Trend Information153E.Critical Accounting Estimates154Item6Directors, Senior Management and Employees154A.Directors and Senior Management154B.Compensation162C.Board Practices173D.Employees179E.Share Ownership179F.Disclosure of a registrant’s action to recover erroneously awarded compensation179Item7Major Shareholders and Related Party Transactions179A.Major Shareholders179B.Related Party Transactions183C.Interests of Experts and Counsel194Item8Financial Information195A.Consolidated Statements and Other Financial Information195B.Significant Changes195Item9The Offer and Listing195A.Offer and Listing Details195B.Plan of Distribution196C.Markets196D.Selling Shareholders196E.Dilution196F.Expenses of the Issue196 Item10Additional Information196A.Share Capital196B.Memorandum and Articles of Association196C.Material Contracts196D.Exchange Controls196E.Taxation197F.Dividends and Paying Agents211G.Statement by Experts211H.Documents on Display211I.Subsidiary Information211Item11Quantitative and Qualitative Disclosures About Market Risk211Item12Description of Securities Other than Equity Securities213A.Debt Securities213B.Warrants and Rights214C.Other Securities214D.American Depositary Shares214PARTII216Item13Defaults, Dividend Arrearages and Delinquencies216Item14Material Modifications to the Rights of Security Holders and Use of Proceeds216Item15Controls and Procedures216Item16Reserved218Item16A Audit Committee Financial Expert218Item16B Code of Ethics218Item16C Principal Accountant Fees and Services219Item16D Exemptions from the Listing Standards for Audit Committees220Item16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers220Item16F Change in Registrant’s Certifying Accountant220Item16G Corporate Governa