Mechelen, Belgium; November 26, 2025, 07:30 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) received transparency notifications from Bank of America.
Pursuant to Belgian transparency legislation1, Galapagos received transparency notifications on November 18 and November 19, 2025, from Bank of America Corporation indicating that it positively crossed the threshold of 5% of Galapagos’ voting rights on November 12, 2025 following an acquisition of Galapagos’ voting rights and equivalent financial instruments, and then subsequently fell below this threshold on November 14, 2025 following the disposal of such instruments.
On November 14, 2025, the Bank of America Corporation (taking into account the holding of its affiliates) owned 103,534 voting rights and 2,159,259 equivalent financial instruments, representing together 3.43% of Galapagos’ currently outstanding 65,897,071 shares, versus 168,924 voting rights and 3,295,951 equivalent financial instruments, representing together 5.26%, in the previous notification.
Summary of the transactions:
| Date on which the threshold was crossed | Date of notification | Direct voting rights after the transaction | Equivalent financial instruments after the transaction | Total |
| November 12, 2025 | November 18, 2025 | 0.26% | 5.00% | 5.26% |
| November 14, 2025 | November 19, 2025 | 0.16% | 3.28% | 3.43% |
Content of the notifications from Bank of America Corporation:
The notification dated November 19, 2025 contains the following information:
- Date of notification: November 19, 2025
- Date on which the threshold is crossed: November 14, 2025
- Threshold of voting rights crossed downwards (in %): 5%
- Notification by: Bank of America Corporation
- Denominator: 65,897,071
- Reason for the notification: Acquisition or disposal of financial instruments that are treated as voting securities
- Notified details:
| A) Voting Rights | Previous notification | After the transaction | |||
| # of voting rights | # of voting rights | % of voting rights | |||
| Holder of voting rights | Linked to securities | Not linked to securities | Linked to securities | Not linked to securities | |
| Bank of America Corporation | 0 | 0 | 0.00% | ||
| Bank of America, National Association | 12,568 | 12,476 | 0.02% | ||
| Merrill Lynch International | 65,070 | 66,430 | 0.10% | ||
| Managed Account Advisors LLC | 3 | 3 | 0.00% | ||
| BofA Securities, Inc. | 76,700 | 10,042 | 0.02% | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 14,462 | 14,462 | 0.02% | ||
| U.S. Trust Company of Delaware | 121 | 121 | 0.00% | ||
| Subtotal | 168,924 | 103,534 | 0.16% | ||
| TOTAL | 103,534 | 0 | 0.16% | 0.00% | |
| B) Equivalent financial instruments | After the transaction | ||||||
| Holder of equivalent financial instruments | Type of financial instrument | Expiration date | Exercise period or date | # of voting rights that may be acquired if the instrument is exercised | % of voting rights | Settlement | |
| Merrill Lynch International | Right to Recall | 195,533 | 0.30% | physical | |||
| BofA Securities, Inc. | Rights of Use | 1,796,975 | 2.73% | physical | |||
| Merrill Lynch International | Rights of Use | 8,679 | 0.01% | physical | |||
| Merrill Lynch International | Physical Call Option | 19/06/2026 | 100,000 | 0.15% | physical | ||
| Bank of America, National Association | Swaps | 15/10/2027 | 27 | 0.00% | cash | ||
| Bank of America, National Association | Swaps | 15/06/2026 | 12,500 | 0.02% | cash | ||
| Merrill Lynch International | Swaps | 30/04/2026 | 18,790 | 0.03% | cash | ||
| Merrill Lynch International | Swaps | 02/07/2026 | 717 | 0.00% | cash | ||
| Merrill Lynch International | Swaps | 15/10/2027 | 27 | 0.00% | cash | ||
| Merrill Lynch International | Swaps | 01/11/2027 | 162 | 0.00% | cash | ||
| Merrill Lynch International | Swaps | 15/06/2026 | 12,500 | 0.02% | cash | ||
| Merrill Lynch International | Swaps | 30/01/2026 | 169 | 0.00% | cash | ||
| Merrill Lynch International | Swaps | 17/11/2025 | 12,521 | 0.02% | cash | ||
| Merrill Lynch International | Swaps | 28/08/2026 | 659 | 0.00% | cash | ||
| TOTAL | 2,159,259 | 3.28% | |||||
| TOTAL (A&B) | # of voting rights | % of voting rights |
| 2,262,793 | 3.43% |
The chain of control has been described at the end of the notification (section 11) and can be found here.
The notification dated November 18, 2025 contains the following information:
- Date of notification: November 18, 2025
- Date on which the threshold is crossed: November 12, 2025
- Threshold of voting rights crossed upwards (in %): 5%
- Notification by: Bank of America Corporation
- Denominator: 65,897,071
- Reason for the notification: Acquisition or disposal of voting securities or voting rights and acquisition or disposal of financial instruments that are treated as voting securities
- Notified details:
| A) Voting Rights | Previous notification | After the transaction | |||
| # of voting rights | # of voting rights | % of voting rights | |||
| Holder of voting rights | Linked to securities | Not linked to securities | Linked to securities | Not linked to securities | |
| Bank of America Corporation | 0 | 0 | 0.00% | 0.00% | |
| Bank of America, National Association | 12,568 | 0 | 0.02% | 0.00% | |
| Merrill Lynch International | 65,070 | 0 | 0.10% | 0.00% | |
| Managed Account Advisors LLC | 3 | 0 | 0.00% | 0.00% | |
| BofA Securities, Inc. | 76,700 | 0 | 0.12% | 0.00% | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 14,462 | 0 | 0.02% | 0.00% | |
| U.S. Trust Company of Delaware | 121 | 0 | 0.00% | 0.00% | |
| Subtotal | 168,924 | 0.26% | |||
| TOTAL | 168,924 | 0 | 0.26% | 0.00% | |
| B) Equivalent financial instruments | After the transaction | ||||||
| Holder of equivalent financial instruments | Type of financial instrument | Expiration date | Exercise period or date | # of voting rights that may be acquired if the instrument is exercised | % of voting rights | Settlement | |
| Merrill Lynch International | Right to Recall | 196,491 | 0.30% | physical | |||
| BofA Securities, Inc. | Rights of Use | 2,936,452 | 4.46% | physical | |||
| Merrill Lynch International | Rights of Use | 4,089 | 0.01% | physical | |||
| Merrill Lynch International | Physical Call Option | 19/06/2026 | 100,000 | 0.15% | physical | ||
| Merrill Lynch International | Swaps | 30/04/2026 | 19,220 | 0.03% | cash | ||
| Bank of America, National Association | Swaps | 15/06/2026 | 12,500 | 0.02% | cash | ||
| Merrill Lynch International | Swaps | 02/07/2026 | 744 | 0.00% | cash | ||
| Merrill Lynch International | Swaps | 15/06/2026 | 12,500 | 0.02% | cash | ||
| Merrill Lynch International | Swaps | 30/01/2026 | 1,434 | 0.00% | cash | ||
| Merrill Lynch International | Swaps | 17/11/2025 | 12,521 | 0.02% | cash | ||
| TOTAL | 3,295,951 | 5.00% | |||||
| TOTAL (A&B) | # of voting rights | % of voting rights |
| 3,364,875 | 5.26% |
The chain of control has been described at the end of the notification (section 11) and can be found here.
For further information, contact Galapagos:
Investor Relations
Glenn Schulman
+1 412 522 6239
ir@glpg.com
Corporate Communications
Marieke Vermeersch
+32 479 490 603
Visit us at www.glpg.com or follow us on LinkedIn or X.
1 Belgian Act of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and regarding miscellaneous provisions, as amended from time to time.
Attachments
- Galapagos Receives Transparency Notifications from Bank of America
- GALAPAGOS NV Form TD 14.11.2025_Revised Part I
- GALAPAGOS NV Form TD 12.11.2025_Part I_Revision2
