Sec Form 4 Filing - Davidson Michael H. @ NewAmsterdam Pharma Co N.V. - 2025-03-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Davidson Michael H. 2. Issuer Name and Ticker or Trading Symbol NewAmsterdam Pharma Co N.V. [ NAMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NEWAMSTERDAM PHARMA COMPANY N.V., GOOIMEER 2-35 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2025 (Street) NAARDEN, P71411 DC 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 03/26/2025 A 30,992 ( 1 ) A $ 0 364,305 D Ordinary Shares 03/26/2025 M 38,394 A $ 0 402,699 D Ordinary Shares 03/26/2025 S 12,258 ( 2 ) D 390,441 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 4 ) 03/26/2025 A 38,394 ( 5 ) ( 5 ) Ordinary Shares 38,394 ( 6 ) 38,394 D Restricted Stock Unit ( 4 ) 03/26/2025 M 38,394 ( 5 ) ( 5 ) Ordinary Shares 38,394 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Davidson Michael H. C/O NEWAMSTERDAM PHARMA COMPANY N.V. GOOIMEER 2-35 NAARDEN, P71411 DC X Chief Executive Officer Signatures /s/ Michael H. Davidson 03/28/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects ordinary shares issued to the Reporting Person on March 26, 2025 as earnout shares pursuant to the business combination agreement, dated as of July 25, 2022, by and among the issuer, Frazier Lifesicences Acquisition Corporation, NewAmsterdam Pharma Holding B.V., and NewAmsterdam Pharma Investment Corporation (the "BCA"). The BCA provided that certain shareholders would receive additional ordinary shares of the issuer, determined in accordance with a formula set forth in the BCA and for no additional consideration, if a certain clinical development milestone was achieved within five years of November 22, 2022, the date of closing under the BCA (the "Closing Date"). The Reporting Person's right to receive the earnout shares became fixed and irrevocable on the Closing Date. ( 2 )Ordinary shares sold to satisfy tax withholding obligation arising upon the vesting of restricted stock units ("RSUs"). ( 3 )These shares were sold in multiple transactions at a price ranging from $22.88 to $23.22 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities Exchange Comission, upon request, full information regarding the number of shares sold in each transaction. ( 4 )Each RSU represents a contingent right to receive one ordinary share. ( 5 )Upon grant, all of the RSUs were fully-vested. ( 6 )The RSUs were granted on March 26, 2025 as earnout RSUs pursuant to the BCA. The BCA provided that certain optionholders would receive RSUs of the issuer, determined in accordance with a formula set forth in the BCA and for no additional consideration, if a certain clinical development milestone was achieved within five years of the Closing Date. The Reporting Person's right to receive the earnout RSUs became fixed and irrevocable on the Closing Date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.