Mechelen, Belgium; February 16, 2026, 22:01 CET; regulated information - Galapagos NV (Euronext & NASDAQ: GLPG) received a transparency notification from Bank of America.
Pursuant to Belgian transparency legislation1, Galapagos received a transparency notification on February 11, 2026, from Bank of America Corporation. The notification indicates that Bank of America Corporation, as controlling entity, crossed above the threshold of 5% of Galapagos' voting rights on February 9, 2026, including the threshold of 5% for equivalent financial instruments was exceeded, as a result of an acquisition of Galapagos' voting rights and equivalent financial instruments.
On February 11, 2026, the Bank of America Corporation (taking into account the holding of its affiliates) owned 104,522 voting rights and 3,415,894 equivalent financial instruments, representing together 5.34% of Galapagos' currently outstanding 65,897,071 shares.
Summary of the transaction:
| 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 9, 2026 | February 11, 2026 | 0.16% | 5.18% | 5.34% |
Content of the notifications from Bank of America Corporation:
The notification dated February 11, 2026, contains the following information:
- Date of notification: February 11, 2026
- Date on which the threshold is crossed: February 9, 2026
- Threshold of voting rights crossed (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 | 12,475 | 12,481 | 0.02% | ||
| Merrill Lynch International | 105,026 | 77,455 | 0.12% | ||
| 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 | 132,087 | 104,522 | 0.16% | ||
| TOTAL | 104,522 | 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 | 149,680 | 0.23% | physical | ||
| BofA Securities, Inc. | Right to Recall | 29,400 | 0.04% | physical | ||
| BofA Securities, Inc. | Rights of Use | 3,013,890 | 4.57% | physical | ||
| Merrill Lynch International | Rights of Use | 1,275 | 0.00% | physical | ||
| Bank of America, National Association | Physical Call Option | 19/06/2026 | 100,000 | 0.15% | physical | |
| Bank of America, National Association | Swaps | 15/06/2026 | 12,500 | 0.02% | cash | |
| Bank of America, National Association | Swaps | 15/01/2027 | 4,216 | 0.01% | cash | |
| Bank of America, National Association | Swaps | 15/10/2027 | 15 | 0.00% | cash | |
| Bank of America, National Association | Swaps | 31/01/2028 | 651 | 0.00% | cash | |
| Bank of America, National Association | Swaps | 09/03/2026 | 29,070 | 0.04% | cash | |
| Merrill Lynch International | Swaps | 15/06/2026 | 12,500 | 0.02% | cash | |
| Merrill Lynch International | Swaps | 15/01/2027 | 15,405 | 0.02% | cash | |
| Merrill Lynch International | Swaps | 15/10/2027 | 15 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 30/04/2026 | 11,000 | 0.02% | cash | |
| Merrill Lynch International | Swaps | 02/07/2026 | 1,250 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 01/11/2027 | 5,230 | 0.01% | cash | |
| Merrill Lynch International | Swaps | 29/01/2027 | 415 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 27/02/2026 | 312 | 0.00% | cash | |
| Merrill Lynch International | Swaps | 09/03/2026 | 29,070 | 0.04% | cash | |
| TOTAL | 3,415,894 | 5.18% | ||||
| TOTAL (A&B) | # of voting rights | % of voting rights |
| 3,520,416 | 5.34% |
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
Media
Media
Katie Morris
+1 952 288 6821
katiemorris@ententeinc.com
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.
Attachment
- Galapagos Receives Transparency Notification from Bank of America 2
