10-K/A

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024
 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to
 Commission File Number 001-37773

 MERUS N.V.
 (Exact name of Registrant as specified in its Charter)

 The Netherlands

 Not Applicable

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 Uppsalalaan 17
 3584 CT Utrecht
 The Netherlands

 Not Applicable

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code:
 + 31 30 253 8800

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading
 Symbol(s)

 Name of each exchange on which registered

 Common shares
,
 nominal value 0.09 per share

 MRUS

 The Nasdaq Stock Market LLC
 (Nasdaq Global Market)

 Securities registered pursuant to Section 12(g) of the Act:
 None
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES

 NO
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO

 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES
 NO
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES
 NO
 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 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
 of the Exchange Act). YES NO
 The aggregate market value of the voting and non-voting
 common equity held by non-affiliates
 of the registrant, based on the closing price of the shares of common shares on The Nasdaq Stock Market on June 30, 2024, was approximately $ 3,996.5 million.
 The number of shares of registrant's Common Shares outstanding as of February 21, 2025 was 69,090,469.
 DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the registrant's definitive proxy statement that the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant's 2025 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K
 to the extent stated herein.
 Auditor Firm ID 1012 Auditor Name: KPMG Accountants N.V. Auditor Location: Amstelveen, The Netherlands

 EXPLANATORY NOTE
 Merus N.V. (the "Company," "we," "us" or "our") is filing this Amendment No. 1 on Form 10-K/A
 (this "Amendment") to amend our Annual Report on Form 10-K
 for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission ("SEC") on February 27, 2025 (the "Original Form 10-K"),
 solely to include the Company's Insider Trading Compliance Policy as Exhibit 19.1, which was inadvertently omitted from the Original Form 10-K.

 In accordance with Rule 12b-15
 of the Securities Exchange Act of 1934, as amended, this Amendment includes updated certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment. Because no financial statements have been included in this Amendment and this Form 10-K/A
 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K,
 paragraphs 3, 4 and 5 of the certifications have been omitted.
 Except as otherwise expressly noted herein, this Amendment does not modify or update in any way the Original Form 10-K,
 nor does it reflect events occurring after the filing of the Original Form 10-K.
 Accordingly, this Amendment should be read in conjunction with the Original Form 10-K.

 Item 15. Exhibits, and Financial Statement Schedules.
 (a)
 1. Financial Statements.
 No financial statements are filed with this Amendment. These items were included as part of the Original Form 10-K.

 2. Financial Statements and Schedules.
 All financial statement schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.
 3. Exhibits.
 The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

 Incorporated by Reference to Filings
Indicated

Number

 Exhibit Description

 Form

 File No.

No.

 Filing Date

 Filed /
Furnished

 Articles of Association and By-Laws

 3.1

 Articles of Association of Merus N.V., as amended on July 29, 2024

 3.1

 8/1/24

 Instruments Defining the Rights of Security Holders

 4.1

 Description of Securities

 4.1

 Material Contracts - Management Contracts and Compensation Plans

 10.1.1

 Merus N.V. 2016 Incentive Award Plan Amended and Restated May 7, 2024

 10.1.1

 10.1.2

 Merus N.V. Non-Executive Director Compensation Program

 10.1

 8/6/20

 10.1.3

 Form of Board of Directors Indemnification Agreement

 F-1/A

 10.4

 5/9/16

 10.1.4

 Employment Agreement, dated January 1, 2023, by and between Merus US, Inc. and Peter Silverman

 10.1

 1/6/23

 10.1.5

 Employment Agreement, dated January 1, 2019, by and among Merus US, Inc., the Registrant and Sven A. Lundberg

 10.1.13

 3/16/20

 10.1.6

 Employment Agreement, dated as of June 14, 2023, by and between Merus US, Inc. and Gregory Perry

 10.1

 6/15/23

 10.1.7

 Employment Agreement by and between Merus US, Inc. and Fabian Zohren.

 10.1

 7/1/2024

 10.1.8

 Employment Agreement, dated July 2, 2020, by and among Merus US, Inc., the Registrant and Andrew Joe

 10.4

 8/6/20

 10.1.9

 Consulting Agreement, dated April 15, 2024 between Victor Sandor and Merus US, Inc.

 10.2

 5/8/24

 Material Contracts - Banking and Financing

 10.2.1

 English language translation of Loan Agreement between the Registrant and Co peratieve Rabobank Utrechtse Heuvelrug U.A., dated December 29, 2005

 10.8

 10/19/15

 Incorporated by Reference to Filings
Indicated

Number

 Exhibit Description

 Form

 File No.

No.

 Filing Date

 Filed /
Furnished

 10.2.2

 English language translation of letter amendment, dated October 21, 2015, to Loan Agreement between the Registrant and Co peratieve Rabobank Utrechtse Heuvelrug U.A.

 F-1/A

 10.9

 1/21/16

 10.2.3

 English language translation of letter amendment, dated March 15, 2016, to Loan Agreement between the Registrant and Co peratieve Rabobank Utrechtse Heuvelrug U.A.

 F-1/A

 10.9.1

 5/9/16

 10.2.4

 English language translation of letter amendment, dated March 15, 2016, to Loan Agreement between the Registrant and Co peratieve Rabobank Utrechtse Heuvelrug U.A.

 F-1/A

 10.9.2

 5/9/16

 Material Contracts - Leases

 10.3.1

 English translation of Lease for Office Space and Other Commercial Space, dated July 2019, by and between Kadans Science Partner XIII B.V. and Merus N.V.

 10.1

 5/9/22

 10.3.2

 English translation of Addendum a, dated April 11, 2022, to Lease for Office Space and Other Commercial Space, dated July 19, 2019, by and between Kadans Science Partner XIII B.V. and Merus N.V.

 10.2

 5/9/22

 Material Contracts - Collaboration and License Agreements

 10.4.1

 Collaboration and License Agreement, dated December 20, 2016, by and between the Registrant and Incyte Corporation

 20-F

 4.12

 4/28/17

 10.4.2

 Contract Research and License Agreement and Addendum between the Registrant and Ono Pharmaceutical Co., Ltd., dated April 8, 2014

 10.3.5

 11/2/21

 10.4.3

 Contract Research and License Agreement by and between the Registrant and Ono Pharmaceutical Co., Ltd., dated March 14, 2018

 20-F

 4.19

 4/30/18

 10.4.4

 Collaboration and License Agreement, dated January 18, 2021, by and between the Registrant and Eli Lilly and Company

 10.4.5

 3/16/21

 10.4.5

 Collaboration, Option and License Agreement, dated as of March 5, 2024, by and between Merus N.V. and Gilead Sciences, Inc.

 0001-37773

 10.1

 5/8/24

 10.4.6

 License Agreement by and between Merus N.V. and Partner Therapeutics, Inc. dated November 27, 2024

 10.4.6

 Other Exhibits

 19.1

 Insider Trading Compliance Policy

 *

 21.1

 List of Subsidiaries

 F-1/A

 21.1

 4/8/16

 23.1

 Consent of Independent Registered Public Accounting firm

 23.1

 31.1

 Certification of Principal Executive Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.1

 31.2

 Certification of Principal Financial Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 31.3

 Certification of Principal Executive Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 *

 Incorporated by Reference to Filings
Indicated

Number

 Exhibit Description

 Form

 File No.

No.

 Filing Date

 Filed /
Furnished

 31.4

 Certification of Principal Financial Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 *

 32.1

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.1

 97.1

 Compensation Recovery Policy

 97.1

 2/28/24

 101.INS

 *

 101.SCH

 *

 *

 *

 Filed herewith.

 **

 Furnished herewith.

 Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

 Portions of the exhibit have been omitted. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

 Portions of the exhibit have been omitted. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 MERUS N.V.

 Date: April 7, 2025

 By:

 /s/ Sven A. Lundberg

 Sven (Bill) Ante Lundberg

 President, Chief Executive Officer and

 Principal Executive Officer