{"url_path":"/sec/nams/8-k/2026-06-03/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1936258/0001193125-26-254615-index.html","accession_number":"0001193125-26-254615","cik":"0001936258","ticker":"NAMS","issuer_name":"NewAmsterdam Pharma Co N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1936258/0001193125-26-254615-index.html","primary_entity_key":"0001936258","primary_entity_name":"NewAmsterdam Pharma Co N.V."},"word_count":459,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 2, 2026, NewAmsterdam Pharma Company N.V. (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual General Meeting”) in Amsterdam, the Netherlands. At the Annual General Meeting, the Company’s shareholders approved the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan (the “ESPP”), which was previously approved by the Company’s Board of Directors on April 16, 2026 and became effective upon shareholder approval at the Annual General Meeting.\n\n \n\nThe purpose of the ESPP is to encourage and enable eligible employees to acquire property interests in the Company through ownership of the Company’s ordinary shares, nominal value €0.12 per share (the “Ordinary Shares”). The ESPP permits eligible employees to use payroll deductions to purchase the Company’s Ordinary Shares at a specified discount to the market price. The payroll deductions accumulate over the course of a Purchase Period (as defined in the ESPP), which will generally be six months in duration. On the first day of each Purchase Period, each participant in the ESPP will automatically be granted an option to purchase as many whole Ordinary Shares as the participant will be able to purchase with the payroll deductions credited to their account during the Purchase Period. At the end of the Purchase Period, the total payroll deductions of all participants are used to purchase Ordinary Shares directly from the Company at a 15% discount to the lower of the market price of the Ordinary Shares at the beginning or the end of the Purchase Period. The aggregate number of Ordinary Shares that may be issued under the ESPP may not exceed 1,150,000 Ordinary Shares. The number of Ordinary Shares issuable under the ESPP and the terms of purchase rights to acquire such Ordinary Shares are subject to adjustment in connection with certain corporate and recapitalization events as described in the ESPP. The Board of Directors or the Compensation Committee of the Board of Directors may terminate the ESPP at any time, and the ESPP shall automatically terminate on the ten-year anniversary of the date the ESPP was approved by the Company’s shareholders, or June 2, 2036.\n\n \n\nA more detailed description of the ESPP was set forth in the Company’s definitive Proxy Statement for the Annual General Meeting, filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2026, under the heading “Proposal 8: Approval of the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the ESPP, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference."}