NewAmsterdam Pharma Co NV 2025年度报告

☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______Commission File Number 001-41562 NewAmsterdam Pharma Company N.V.(Exact Name of Registrant as Specified in Its Charter) N/A(IRS EmployerIdentification No.) The Netherlands(State or Other Jurisdiction ofIncorporation or Organization) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☑No☐ 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☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or forsuch 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 during the preceding12 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 a smaller reporting company. See definition of “large acceleratedfiler,” “accelerate filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer☑Non- Accelerated Filer☐ 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate 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 underSection 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 anerror 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of the registrant’s ordinary shares held by non-affiliates was $1,345,893,076 as of June 30, 2025 (the last business day of the registrant’s most recentlycompleted second fiscal quarter), based on a total of 74,317,674 ordinary shares held by non-affiliates and a closing price of $18.11 as reported on the Nasdaq Global Market on June 30, 2025. As of February 5, 2026, there were 114,975,422 of the registrant’s ordinary shares, nominal value €0.12 per share, outstanding. 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 Stockholder Matters and Issuer Purchases of Equity Securities91Item 6.[Reserved]92Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations93Item 7A.Quantitative and Qualitative Disclosures About Market Risk101Item 8.Financial Statements and Supplementary Data102Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures102Item 9A.Controls and Procedures102Item 9B.Other Information103Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections103 PART III Item 10.Directors, Executive Officers and Corporate Governance104Item 11.Executive Compensation109Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127Item 13.Certain Relationships and Related Transactions, and Director Independence131Item 14.Principal Accountant Fees and Services133 PART IV Item 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K SummarySignaturesFinancial Statements Unless otherwise stated or the context otherwise indicates, references to “we,” “our,” “us” or the “Company” refer to NewAmsterdamPharma Company N.V., together with its subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Annual Report”) contains "forward-looking statements" within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements provide the Company’s cu