As filed with the Securities and Exchange Commission on February 17, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENMAB A/S
(Exact name of registrant as specified in its charter)
|
The Kingdom of Denmark (State or other jurisdiction of incorporation or organization) |
Carl Jacobsens Vej 30 2500 Valby Denmark (Address of Principal Executive |
Not Applicable (I.R.S. Employer |
Genmab A/S 2021 Restricted Stock Units Program
Genmab A/S 2021 Warrant Scheme
(Full title of the plans)
Genmab US, Inc.
777 Scudders Mill Road
Plainsboro, NJ 08536
(Name and address of agent for service)
(609) 430-2481
(Telephone number, including area code, of agent for service)
With a copy to:
Doreen E. Lilienfeld, Esq.
Allen Overy Shearman Sterling, LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ❑
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, this registration statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 1,000,000 Ordinary shares, DKK 1 nominal value per share (the “Ordinary Shares”), of Genmab A/S (the “Company”) consisting of (i) 550,000 Ordinary Shares to be issued pursuant to the Company’s 2021 Restricted Stock Units Program and (ii) 450,000 Ordinary Shares to be issued pursuant to the Company’s 2021 Warrant Scheme.
This Registration Statement is registering additional securities of the same class as registered under the effective Registration Statements of the Company on Form S-8 (File Nos. 333-253519, 333-262970, 333-277273 and 333-284876) filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 25, 2021, February 24, 2022, February 22, 2024 and February 12, 2025, respectively (together, the “Prior Registration Statements”). The contents of the Prior Registration Statements are hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I of Form S-8 to be contained in the prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the “Note” to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement:
(a) The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on February 17, 2026.
(b) The description of the Registrant’s Ordinary Shares and American Depositary Shares filed as Exhibit 2.7 to the Registrant’s annual report on Form 20-F filed with the Commission on February 17, 2026.
(c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the registration statement referred to in (a) above (other than portions of those documents furnished or not otherwise deemed to be filed).
All documents filed by the Registrant subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits. |
The following exhibits are filed as part of this Registration Statement:
_____________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Utrecht, the Netherlands on February 17, 2026.
| Genmab A/S | ||
| (Registrant) | ||
| By: | /s/ Jan G. J. van de Winkel | |
| Jan G. J. van de Winkel | ||
| President & Chief Executive Officer | ||
Limited Power of Attorney
(Form S-8)
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant does hereby constitute and appoint each of Greg Mueller and Anthony Pagano as his or her true and lawful attorney-in-fact and agent, to do or cause to be done any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem advisable or necessary to enable the Company to comply with the Securities Act, and any rules, regulations and requirements of the Commission in respect thereof, in connection with the registration of the securities or deferred compensation obligations of the Registrant being registered on the Registration Statement (the “Securities”), including specifically, but without limiting the generality of the foregoing, power and authority to sign, in the name and on behalf of each of the undersigned, the Registration Statement, any other registration statement under Rule 462(b) of the Securities Act, or another appropriate form in respect of the registration of the Securities, and any and all amendments thereto, including post-effective amendments, and any instruments, contracts, documents or other writings of which the originals or copies thereof are to be filed as a part of, or in connection with, any such registration statement or any other appropriate form or amendments thereto, and to file or cause to be filed the same with the Commission, and to effect any and all applications and other instruments in the name and on behalf of each of the undersigned which said attorneys-in-fact and agents deem advisable in order to qualify or register the Securities under the securities laws of any of the several states or other jurisdictions; and each of the undersigned does hereby ratify all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto.
| Signatures | Title | Date |
| /s/ Jan G. J. van de Winkel | ||
| Jan G. J. van de Winkel | President & Chief Executive Officer | February 17, 2026 |
| (Principal Executive Officer) | ||
| /s/ Anthony Pagano | ||
| Anthony Pagano | Executive Vice President & Chief Financial Officer | February 17, 2026 |
| (Principal Financial Officer and Principal Accounting | ||
| Officer) | ||
| /s/ Deirdre P. Connelly | ||
| Deirdre P. Connelly | Chair of the Board of Directors | February 17, 2026 |
| /s/ Pernille Erenbjerg | ||
| Pernille Erenbjerg | Deputy Chair of the Board of Directors | February 17, 2026 |
| /s/ Anders Gersel Pedersen | ||
| Anders Gersel Pedersen | Director | February 17, 2026 |
| /s/ Paolo Paoletti | ||
| Paolo Paoletti | Director | February 17, 2026 |
| /s/ Rolf Hoffmann | ||
| Rolf Hoffmann | Director | February 17, 2026 |
| /s/ Elizabeth O’Farrell | ||
| Elizabeth O’Farrell | Director | February 17, 2026 |
| /s/ Martin Schultz | ||
| Martin Schultz | Director | February 17, 2026 |
| /s/ Mijke Zachariasse | ||
| Mijke Zachariasse | Director | February 17, 2026 |
| /s/ Michael Kavanagh | ||
| Michael Kavanagh | Director | February 17, 2026 |
IN WITNESS WHEREOF, each of the undersigned has executed this Limited Power of Attorney as of and on the dates indicated below.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature of Authorized U.S. Representative of Registrant
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement on February 17, 2026.
| By: | /s/ Anthony Pagano | |
| Name: Anthony Pagano | ||
| Title: Executive Vice President and Chief Financial Officer |
EXHIBIT 5.1
Genmab A/S
Carl Jacobsens Vej 30,
DK-2500 Valby (Copenhagen)
Denmark
(the “Company”)
REGARDING REGISTRATION STATEMENT ON FORM S-8 OF GENMAB A/S
Dear Sirs,
We have acted as Danish counsel to Genmab A/S (the “Company”) in connection with the registration (made pursuant to the form S-8 dated February 17, 2026) of i) up to 450,000 ordinary shares of the Company that are authorized for issuance pursuant to the authorizations dated respectively March 13, 2024 and March 12, 2025 and on the terms of the Genmab A/S 2021 Warrant Scheme (the “Warrant Shares”) and ii) up to 550,000 ordinary shares of the Company to be delivered by the Company under the Genmab A/S 2021 Restricted Stock Units Program (the “RSU Shares”, the Warrant Shares and the RSU Shares are collectively referred to as the “Incentive Shares”). We note that the Company will not issue any new shares under the RSU program but instead deliver the RSU Shares with Existing Shares that are held by the Company and are already issued and listed on Nasdaq Copenhagen. As used herein, the term “Existing Shares” shall include all issued and outstanding shares as of February 17, 2026.
In connection with the opinion expressed herein, we have examined such documents, records, and matters of law as we have deemed relevant or necessary for purposes of this opinion.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Warrant Shares that may be issued following exercise of the warrants have upon: i) valid resolution by the Board of Directors to grant the warrants and increase the share capital of the Company in accordance with the Company's Articles of Association and the Danish Companies Act, ii) valid subscription in writing by the subscribers, iii) payment of the full subscription price to an account in the name of the Company, and iv) registration of the capital increase and the corresponding amendment of the Company's Articles of Association with the Danish Business Authority, been duly authorized and will be validly issued, fully paid and non-assessable.
Non-assessable shall in this context mean, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholding.
Further, we are of the opinion that according to an online transcript for the Company from the Danish Business Authority dated February 17, 2026 the Existing Shares are validly issued, fully paid and non-assessable (i.e. no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).
This Opinion is given only with respect to the laws of Denmark as in force today and as such laws are currently applied by Danish courts and we express no opinion with respect to the laws of any other jurisdiction nor have we made any investigations as to any law other than the laws of Denmark.
This Opinion expresses no opinion on the settlement agent’s actions or omissions in relation to settlement of any Incentive Shares and registrations with VP Securities A/S (Euronext Securities).
Further, this opinion is qualified upon that the information contained in the online transcript dated February 17, 2026 from the Danish Business Authority concerning the Company being accurate, complete and updated.
We advise you that we are not assuming any obligation to notify you of any changes in this opinion as a result of any facts or circumstances that may come to our attention in the future or as a result of any changes in laws which may hereafter occur.
EXHIBIT 5.1
This Opinion is governed by and construed in accordance with Danish law and is limited to matters of the laws of Denmark (excluding Greenland and the Faroe Islands) as in effect and applied on the date of this Opinion. We express no opinion with respect to the laws of any other jurisdiction, nor have we made any investigation as to any laws other than the laws of Denmark. The courts of Denmark shall have exclusive jurisdiction to adjudicate upon any dispute arising under or in connection with this Opinion.
This Opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter.
We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission to effect the registration of the Incentive Shares. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
We are qualified to practice law in Denmark.
Best regards,
Kromann Reumert
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 17, 2026, relating to the financial statements of Genmab A/S and the effectiveness of Genmab A/S internal control over financial reporting, appearing in Genmab A/S Annual Report on Form 20-F for the year ended December 31, 2025.
/s/ Deloitte Statsautoriseret Revisionspartnerselskab
Copenhagen, Denmark
February 17, 2026
EXHIBIT 107
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||
| $ | $ | $ | |||||||||||||||
| $ | $ | $ | |||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||
__________________________________________
Offering Note(s)
| (1) |
| (2) | (3) The price of the Ordinary Shares underlying the warrants and the restricted stock units registered under this Registration Statement is estimated pursuant to Rule 457(c) and 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low sales prices of the Ordinary Shares listed on Nasdaq Copenhagen on February 13, 2026 and on the exchange rate of DKK 6.30 per $1.00 as published by Danmarks Nationalbank on February 13, 2026. |