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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-37384
GALAPAGOS NV
(Translation of registrant's name into English)
Generaal De Wittelaan L11 A3 2800 Mechelen, Belgium
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
[ X ] Form 40-F [ ]
The information contained in this Report on Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the Company's Registration Statements on Form S-8 (File Nos. 333-204567, 333-208697, 333-211834, 333-215783, 333-218160, 333-225263, 333-231765, 333-249416, 333-260500, 333-268756, 333-275886, and 333-283361).
On November 26, 2025, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
(c) Exhibit 99.1. Press release dated November 26, 2025
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GALAPAGOS NV | ||
| (Registrant) | ||
| Date: November 26, 2025 | /s/ Annelies Denecker | |
| Annelies Denecker | ||
| Company Secretary | ||
EXHIBIT 99.1
Galapagos Receives Transparency Notifications from Bank of America
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:
| 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:
| 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
media@glpg.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.