Mechelen, Belgium; March 4, 2026, 22:01 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 February 27 and March 2, 2026, from Bank of America . The initial notification indicates that Bank of America , as controlling entity, and its controlled entity, BofA Securities, Inc., individually crossed above the threshold of 5% of Galapagos ’ voting rights on February 26, 2026, including exceeding the threshold of 5% for equivalent financial instruments, as a result of an acquisition of Galapagos ’ equivalent financial instruments. Subsequently on March 2, Galapagos received a notification indicating that BofA Securities, Inc. fell below the 5% threshold of Galapagos ’ voting rights again on February 27, 2026 following the disposal of such instruments.
On March 2, 2026, Bank of America (taking into account the holding of its affiliates) owned 292,642 voting rights and 3,491,679 equivalent financial instruments, representing together 5.74% of Galapagos ’ currently outstanding 65,897,071 shares.
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 (%) voting rights |
| February 26, 2026 | February 27, 2026 | 0.20% | 5.49% | 5.69% |
| February 27, 2026 | March 2, 2026 | 0.44% | 5.30% | 5.74% |
Content of the notifications from Bank of America :
The notification dated March 2, 2026, contains the following information:
| 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 | 0 | 0 | 0.00% | ||
| Bank of America , National Association | 12,440 | 12,440 | 0.02% | ||
| Merrill Lynch International | 103,934 | 95,048 | 0.14% | ||
| Managed Account Advisors LLC | 3 | 3 | 0.00% | ||
| BofA Securities, Inc. | 0 | 170,568 | 0.02% | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 14,462 | 14,462 | 0.00% | ||
| U.S. Trust Company of Delaware | 121 | 121 | 0.26% | ||
| Subtotal | 130,960 | 292,642 | 0.44% | ||
| Total Fina Elf | 292,642 | 0 | 0.44% | 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 | 141,684 | 0.22% | physical | ||
| Merrill Lynch International | Rights of Use | 100 | 0.00% | physical | ||
| BofA Securities, Inc. | Right to Recall | 24,700 | 0.04% | physical | ||
| BofA Securities, Inc. | Rights of Use | 3,163,290 | 4.80% | physical | ||
| Merrill Lynch International | Physical Call Option | 19/06/2026 | 100,000 | 0.15% | physical | |
| Bank of America , National Association | Swaps | 15/10/2027 | 36 | 0.00% | cash | |
| Bank of America , National Association | Swaps | 31/01/2028 | 782 | 0.00% | cash | |
| Bank of America , National Association | Swaps | 15/04/2027 | 14,679 | 0.02% | cash | |
| Bank of America , National Association | Swaps | 29/02/2028 | 741 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 15/01/2027 | 9,167 | 0.01% | cash | |
| Merrill Lynch International | Swaps | 30/04/2026 | 14,350 | 0.02% | cash | |
| Merrill Lynch International | Swaps | 02/07/2026 | 1,113 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 01/11/2027 | 5,726 | 0.01% | cash | |
| Merrill Lynch International | Swaps | 15/04/2027 | 14,679 | 0.02% | cash | |
| Merrill Lynch International | Swaps | 15/10/2027 | 36 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 31/03/2027 | 596 | 0.00% | cash | |
| Total Fina Elf | 3,491,679 | 5.30% | ||||
| Total Fina Elf (A&B) | # of voting rights | % of voting rights |
| 3,784,321 | 5.74% |
The chain of control has been described at the end of the notification (section 11) and can be found here.
Content of the notifications from Bank of America :
The notification dated February 27, 2026, contains the following information:
| 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 | 0 | 0 | 0.00% | ||
| Bank of America , National Association | 12,481 | 12,440 | 0.02% | ||
| Merrill Lynch International | 77,455 | 103,934 | 0.16% | ||
| Managed Account Advisors LLC | 3 | 3 | 0.00% | ||
| BofA Securities, Inc. | 0 | 0 | 0.00% | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 14,462 | 14,462 | 0.02% | ||
| U.S. Trust Company of Delaware | 121 | 121 | 0.00% | ||
| Subtotal | 104,522 | 130,960 | 0.20% | ||
| Total Fina Elf | 130,960 | 0 | 0.20% | 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 | 141,684 | 0.22% | physical | ||
| BofA Securities, Inc. | Right to Recall | 24,700 | 0.04% | physical | ||
| BofA Securities, Inc. | Rights of Use | 3,289,340 | 4.99% | physical | ||
| Merrill Lynch International | Physical Call Option | 19/06/2026 | 100,000 | 0.15% | physical | |
| Bank of America , National Association | Swaps | 31/01/2028 | 782 | 0.00% | cash | |
| Bank of America , National Association | Swaps | 15/04/2027 | 14,679 | 0.02% | cash | |
| Bank of America , National Association | Swaps | 29/02/2028 | 736 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 15/01/2027 | 9,167 | 0.01% |
Upon the effectiveness of the reverse stock split, every 50 shares of the Company’s issued and outstanding ordinary shares, par value $0.0000001 per share will automatically be converted into one issued and outstanding ordinary share, par value $0.000005 per share. No fractional shares will be issued as a result of the reverse stock split. Instead, any fractional shares that would have resulted from the split will be rounded up to the next whole number. The reverse stock split affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares. The reverse stock split at a ratio of 1-for-50 shares was approved by the Company’s board of directors and its shareholders. About Blue Hat Forward-Looking Statements Contacts:
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