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SCHEDULE Filed 2026-01-08 Event 2026-01-06 SEC 0001193125-26-007752 →

Bain Capital Life Sciences Fund II, L.P. Mersana Therapeutics, Inc.

Stake: Shares: CUSIP: 59045L205 Class: Common Stock, par value $0.0001 per share

Item 4 — Purpose of Transaction

Item 4 of the Initial Statement is hereby amended and supplemented to add the following: As previously disclosed, on November 12, 2025 the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Day One Biopharmaceuticals, Inc. ("Parent"), and Emerald Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Purchaser"), pursuant to which, on December 5, 2025, Purchaser commenced a tender offer (the "Offer") to acquire all of the issued and outstanding shares of the Issuer for (i) $25.00 per Share, net to the stockholder in cash without interest and less any applicable tax withholding, plus (ii) one non-tradeable contingent value right per share, which represents the right to receive certain contingent milestone payments of up to an aggregate of $30.25 per share in cash, without interest and less any applicable tax withholding (collectively, the "Offer Price"). On January 6, 2026, Purchaser irrevocably accepted for payment the shares of the Issuer's Common Stock that were validly tendered and not validly withdrawn pursuant to the Offer and, following the consummation of the Offer, pursuant to the terms and conditions of the Merger Agreement, on January 6, 2026, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent. Dr. Hack resigned as a director of the Issuer effective as of the effective time of the Merger (the "Effective Time").

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Institutional Consensus · 2025-12-31

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