Share-based payments | 13. Share-based payments The Company has an equity incentive plan for the employees, key consultants, board members, senior management and key outside advisors (“key persons”) of the Company and its subsidiaries. In accordance with the terms of the plan, as approved by shareholders, employees may be granted stock options and/or restricted stock units. 13.1 Stock Option The stock options are granted to key persons of the Company and its subsidiaries. The stock options may be granted to purchase ordinary shares at an exercise price. The stock options have been granted free of charge. Each employee’s stock option converts into one ordinary share of the Company upon exercise. The stock options carry neither rights to dividends nor voting rights. Stock options may be exercised at any time from the date of vesting to the date of their expiry. The stock options granted vest, in principle, as follows: ● 1/3rd of the total stock options granted will vest on the first anniversary of the granting of the stock options, and ● 1/36th of the total grant on the first day of each month following the first anniversary of the date of grant of the stock options. Stock options granted to non-executive directors vest on the third anniversary of the date of grant. Upon leave of the key persons stock options must be exercised before the later of (i) 90 days after the last working day at argenx, or (ii) March 31 of the 4th year following the date of grant of those stock options, and in any case no later than the expiration date of the option. In order to prefinance the taxes that are paid upon the grant of stock options, Belgian employees have the ability, in exchange for the taxes due upon the grant of the stock options, to transfer the economic benefits related to part of those stock options to a third party. In the year ending December 31, 2023, the economic benefits of 43,336 stock options, for which accelerated vesting applies, were transferred to a third party. No other conditions are attached to the stock options. The following stock option arrangements were in existence during the current and prior years and which are exercisable at the end of each period presented: Exercise price Outstanding per stock stock options on options December 31, Expiry date (in $) (1) 2023 2022 2021 2022 $ 2.70 — — 125,339 2024 2.70 3,308 19,743 94,088 2024 4.36 532 5,127 6,113 2024 7.92 81,500 214,800 276,500 2025 12.64 1,600 2,000 4,500 2025 10.46 99,326 101,861 105,857 2026 12.57 24,400 30,000 41,000 2026 12.67 97,972 99,772 102,840 2026 15.62 111,811 115,211 117,581 2027 20.34 38,434 42,509 53,143 2027 23.39 225,852 303,867 361,350 2023 89.31 — 12,111 85,080 2028 89.31 13,890 19,490 39,515 2023 95.38 — 124,338 321,473 2028 95.38 225,457 264,392 350,631 2024 125.40 26,171 110,774 111,174 2029 125.40 71,573 110,756 146,765 2024 150.00 104,176 202,852 203,658 2029 150.00 370,566 537,110 611,122 2025 132.08 16,712 16,712 16,712 2030 132.08 50,801 71,486 102,558 2025 216.75 126,331 127,731 129,711 2030 216.75 160,677 223,812 282,475 2025 221.24 31,424 32,100 32,100 2030 221.24 78,534 117,790 136,601 2030 273.60 559,173 620,014 692,214 2025 273.60 202,205 202,475 203,214 2026 259.01 23,491 23,491 24,366 2026 281.89 59,626 60,890 61,505 2026 286.75 45,228 45,862 48,138 2031 259.01 27,201 35,214 42,282 2031 281.89 128,600 167,406 207,464 2031 286.75 62,138 81,311 92,456 2026 341.67 80,425 80,833 82,430 2031 341.67 226,520 286,353 307,158 2027 312.16 13,957 14,976 — 2032 312.16 58,255 79,155 — 2027 395.04 58,091 61,816 — 2032 395.04 192,291 238,532 — 2027 407.19 13,764 13,764 — 2032 407.19 73,288 85,199 — 2032 397.36 347,765 370,354 — 2027 397.36 136,459 137,778 — 2025 341.67 16,000 — — 2028 376.47 15,014 — — 2033 376.47 43,856 — — 2028 392.72 127,490 — — 2033 392.72 495,821 — — 2028 508.96 2,235 — — 2033 508.96 69,704 — — 2028-2032 (2) $ 330.06 79,305 — — 5,118,949 5,511,767 5,619,113 (1) Amounts have been converted to USD at the closing rate as of December 31, 2023. (2) In December 2023, the Company granted stock options for which the Belgian taxed beneficiaries had a 60-day period to choose between a contractual term of five or ten years 2023 2022 2021 Number of Weighted average Number of Weighted average Number of Weighted average stock options exercise price (*) stock options exercise price (*) stock options exercise price (*) Outstanding at January 1 5,511,767 $ 205.02 5,619,113 $ 164.33 5,365,743 $ 142.87 Granted 844,011 395.92 1,021,642 375.58 882,584 314.99 Exercised (1,137,439) 142.31 (1,025,780) 92.62 (503,282) 64.72 Forfeited (99,390) 356.57 (103,208) 273.93 (125,932) 234.98 Outstanding at December 31 5,118,949 255.41 5,511,767 205.02 5,619,113 164.33 Exercisable at December 31 3,030,486 $ 179.22 3,983,960 $ 148.11 3,613,371 $ 106.53 (*) amounts have been converted to USD at the closing rate of the respective period. The weighted average share price at the date of exercise of options exercised during the year ended December 31, 2023 was $456.8, compared to $336.5 during the year ended December 31, 2022 and Weighted average remaining Outstanding on contractual life Exercise price (in $) December 31, 2023 (in years) 2.7 - 7.92 85,340 0.96 10.46 - 12.64 100,926 1.95 12.57 - 15.62 234,183 2.67 20.34 - 23.39 264,286 3.89 89.31 - 95.38 239,347 4.95 125.4 - 150 572,486 4.75 132.08 - 273.6 1,225,857 5.26 259.01 - 341.67 669,229 6.04 312.16 - 407.19 893,870 7.53 330.06 - 508.96 833,425 8.69 The fair market value of the stock options has been determined based on the Black and Scholes model using the following unobservable assumptions: ● The expected volatility, determined on the basis of the implied volatility of the share price over the expected life of the option. ● The expected option life, calculated as the estimated duration until exercise, taking into account the specific features of the plans. Below is an overview of the parameters used in relation to the determination of the fair value of the grants during 2023: Stock options granted in April 2023 July 2023 October 2023 December 2023 (1) Number of options granted 61,056 629,121 74,529 79,305 Average Fair value of options (in $) (*) $ 158.21-196.18 $ 176.44 - 271.59 $ 123.94 - 209.04 $ 161.88 - 165.69 Share price (in $) (*) $ 361.64-401.21 $ 380.81 - 521.19 $ 439.42 - 491.75 $ 371.36 Exercise price (in $) (*) $ 370.34 $ 387.35 $ 485.01 $ 329.26 Expected volatility 41.00 - 42.18 % 36.22 - 43.99 % 35.35 - 36.67 % 36.20 - 36.21 % Average Expected option life (in years) 4 - 6.50 4 - 6.50 4 - 6.50 6.15 - 6.50 Risk‑free interest rate 2.96 - 3.14 % 2.90 - 3.03 % 2.80 - 3.44 % 2.40 % Expected dividends — % — % — % — % (1) In December 2023, the Company granted a total of 79,305 stock options of which 8,459 stock options to Belgian taxed beneficiaries. Belgian taxed beneficiaries can choose between a contractual term of five or ten years . The expected option life ranges between 6.15 and 6.50 years. This estimate will be reassessed once the acceptance period of 60 days has passed and the beneficiaries will have made a choice between a contractual term of five or ten years . The total fair value of the grant to Belgian taxed beneficiaries would range from $ 1.1 million ( 100% of the stock options of Belgian taxed beneficiaries with a contractual term of five years ) to $1.4 million ( 100% of the stock options of Belgian taxed beneficiaries with a contractual term of ten years ). (*) amounts have been converted to USD at the applicable rate prevailing at the grant date. Below is an overview of the parameters used in relation to the determination of the fair value of grants during 2022: Stock options granted in April 2022 July 2022 October 2022 December 2022 (1) Number of options granted 102,081 311,311 100,118 508,132 Average Fair value of options (in $) (*) $ 111.27 - 140.23 $ 153.45 - 190.53 $ 136.66 - 169.96 $ 127.68 - 163.94 Share price (in $) (*) $ 320.84 - 321.06 $ 378.11 - 397.92 $ 352.97 - 376.01 $ 368.69 - 377.61 Exercise price (in $) (*) $ 312.22 $ 372.69 $ 359.80 $ 381.97 Expected volatility 39.18 - 40.87 % 41.30 - 43.10 % 39.64 - 45.97 % 39.74 - 40.26 % Average Expected option life (in years) 4 - 6.50 4 - 6.50 4 - 6.50 4 - 6.50 Risk‑free interest rate 1.05 - 1.62 % 1.77 - 2.28 % 2.57 - 2.80 % 3.09 - 3.29 % Expected dividends — % — % — % — % (*) amounts have been converted to USD at the applicable rate prevailing at the grant date. (1) In December 2022, the Company granted a total of 508,132 stock options. Belgian beneficiaries could choose between a contractual term of five or ten years impacting the parameters used in determination of the fair value of the grant. Once the acceptance period of 60 days has passed in which the beneficiaries made a choice between a contractual term of five or ten years , the parameters and fair value used in the financial year ending December 31, 2022 has been reassessed. Below is an overview of the parameter used in relation to the determination of the fair value of grants during 2021: Stock options granted in April 2021 July 2021 October 2021 December 2021 Number of options granted 67,833 280,339 144,824 389,588 Average Fair value of options (in $) (*) $ 98.96 - 154.88 $ 131.65 - 159.13 $ 101.53 - 131.80 $ 75.03 - 145.34 Share price (in $) (*) $ 248.9 - 283.67 $ 300.78 - 340.95 $ 286.52 - 304.5 $ 277.72 - 351.73 Exercise price (in $) (*) $ 275.33 $ 303.16 $ 301.02 $ 349.92 Expected volatility 54.24 - 60.08 % 45.58 - 47.96 % 46.01 - 48.46 % 43.24 - 43.64 % Average expected option life (in years) 4 - 6.50 4 - 6.50 4 - 6.50 4 - 6.50 Risk‑free interest rate (0.41) - (0.08) % (0.41) - (0.17) % (0.18) - (0.05) % 0.03 - 0.67 % Expected dividends — % — % — % — % (*) amounts have been converted to USD at the closing rate of the respective period. The total share-based payment expense related to stock options recognized in the consolidated statements of profit or loss totaled $164.0 million for the year ended December 31, 2023, compared to $120.2 million for the year ended December 31, 2022 and $171.2 million for the year ended December 31, 2021. 13.2 Restricted Stock Units (RSUs) The RSUs are granted to key persons of the Company and its subsidiaries. The RSUs have been granted free of charge. Each employee’s RSUs converts into one ordinary share of the Company upon vesting. The RSUs carry neither rights to dividends nor voting rights. RSUs once converted into ordinary shares, may be sold at any time from the date of vesting, have no expiry date and may be held by the participant without limitation. The fair value of RSUs is based on the closing sale price of the Company’s common stock on the day prior to the date of issuance. RSUs vest over a period of 4 years with 1/4th The following restricted stock units arrangements were in existence during the current and prior years: 2023 2022 2021 Weighted average Weighted average Weighted average Number of Grant Date Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value RSUs Fair Value Non-vested units at January 1 385,280 $ 387.20 213,038 $ 314.25 — $ — Granted 192,237 396.22 243,010 375.81 216,522 313.84 Vested (105,678) 352.61 (53,872) — — — Forfeited (29,517) 358.49 (16,896) 307.11 (3,484) 288.92 Non-vested units at December 31 442,322 $ 375.89 385,280 $ 387.20 213,038 $ 314.25 The total share-based payment expense related to RSUs recognized in the consolidated statements of profit or loss totaled $69.0 million for the year ended December 31, 2023 compared to $36.9 million for the year ended December 31, 2022 and $8.1 million for the year ended December 31, 2021. |