Share-based payments | 13. The Company has an equity incentive plan for the employees, key consultants, board members, senior managers 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. As of January 1, 2021, the Company decided to change the vesting period of its sign-on stock options from 4 years to 3 years to make the vesting consistent for all the options granted. The stock options granted (regular and sign-on) 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. Upon leave of the employee, consultant or director, 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. As of December 31, 2022, the economic benefits of 242,729 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) 2022 2021 2020 2022 $ 2.60 — 125,339 — 2023 2.60 — — 165,693 2024 2.60 19,743 94,088 100,086 2024 4.21 5,127 6,113 6,238 2024 7.65 214,800 276,500 294,167 2025 12.20 2,000 4,500 21,500 2025 11.02 — — 950 2025 10.10 101,861 105,857 114,232 2026 12.13 30,000 41,000 45,000 2026 12.23 99,772 102,840 127,252 2026 15.08 115,211 117,581 176,426 2027 19.64 42,509 53,143 102,479 2027 22.58 303,867 361,350 460,701 2023 86.20 12,111 85,080 85,077 2028 86.20 19,490 39,515 49,532 2023 92.07 124,338 321,473 325,661 2028 92.07 264,392 350,631 381,317 2024 121.04 110,774 111,174 111,174 2029 121.04 110,756 146,765 163,410 2024 144.79 202,852 203,658 195,452 2029 144.79 537,110 611,122 692,914 2025 127.49 16,712 16,712 19,000 2030 127.49 71,486 102,558 123,700 2025 209.21 127,731 129,711 131,770 2030 209.21 223,812 282,475 325,150 2025 213.55 32,100 32,100 32,100 2030 213.55 117,790 136,601 175,200 2030 264.09 620,014 692,214 728,517 2025 264.09 202,475 203,214 211,045 2026 250.01 23,491 24,366 — 2026 272.09 60,890 61,505 — 2026 276.78 45,862 48,138 — 2031 250.01 35,214 42,282 — 2031 272.09 167,406 207,464 — 2031 276.78 81,311 92,456 — 2026 329.79 80,833 82,430 — 2031 329.79 286,353 307,158 — 2027 301.31 14,976 — — 2032 301.31 79,155 — — 2027 381.31 61,816 — — 2032 381.31 238,532 — — 2027 393.04 13,764 — — 2032 393.04 85,199 — — 2027/2032 (2) $ 383.55 508,132 — — 5,511,767 5,619,113 5,365,743 (1) Amounts have been converted to USD at the closing rate as of December 31, 2022. (2) As of December 2022, the Company granted options for which the beneficiaries had a 60-day period to choose between a contractual term of five or ten years 2022 2021 2020 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 5,619,113 $ 164.33 5,365,743 $ 142.87 4,358,069 $ 78.23 Granted 1,021,642 375.58 882,584 314.99 1,797,652 266.71 Exercised (1,025,780) 92.62 (503,282) 64.72 (602,463) 38.86 Forfeited (103,208) 273.93 (125,932) 234.98 (187,515) 170.98 Outstanding at December 31 5,511,767 205.02 5,619,113 164.33 5,365,743 142.87 Exercisable at December 31 3,983,960 $ 148.11 3,613,371 $ 106.53 2,833,680 $ 65.24 (*) 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, 2022 was $336.5, compared to $305.9 during the year ended December 31, 2021 and $254.54 during the year ended December 31, 2020. The weighted average remaining contractual life of the stock options outstanding amounted to 6.2 years on December 31, 2022 compared to 6.3 years on December 31, 2021 and 7.08 years on December 31, 2020. The table below shows the weighted average remaining contractual life for each range of exercise price: Weighted average remaining Outstanding on contractual life Exercise price (in $) December 31, 2022 (in years) 2.6 - 4.21 24,870 1.75 7.65 - 10.1 316,661 2.29 11.03 - 15.07 246,983 3.66 19.64 - 22.58 346,376 4.90 86.2 - 92.07 420,331 4.32 121.05 - 144.79 1,049,690 5.32 209.21 - 264.09 1,382,627 6.43 272.09 - 329.79 816,786 7.60 381.31 - 393.04 907,443 9.38 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 2022: Stock options granted in April 2022 July 2022 Oct 2022 Dec 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 $ 163.94 - 168.34 Share price (in $) (*) $ 320.84 - 321.06 $ 378.11 - 397.92 $ 352.97 - 376.01 $ 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 % 39.70 - 39.74 % Average Expected option life (in years) 4 - 6.50 4 - 6.50 4 - 6.50 6.15 - 6.50 Risk‑free interest rate 1.05 - 1.62 % 1.77 - 2.28 % 2.57 - 2.80 % 3.09 - 3.10 % Expected dividends — % — % — % — % (1) In December 2022, the Company granted a total of 508,132 stock options. The beneficiary 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 would range from $77.4 million ( 100% of the stock options with a contractual term of five years ) to $84.1 million ( 100% of the stock options 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 2021: Stock options granted in April 2021 July 2021 Oct 2021 Dec 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 applicable rate prevailing at the grant date. Below is an overview of the parameter used in relation to the determination of the fair value of grants during 2020: Stock options granted in April 2020 June 2020 Oct 2020 Dec 2020 Number of options granted 142,700 550,090 196,500 908,362 Average Fair value of options (in $) (*) $ 76.46 - 148.03 $ 83.46 - 129.64 $ 91.10 - 156.68 $ 101.23 - 229.20 Share price (in $) (*) $ 155.23 - 252.29 $ 224.80 - 281.25 $ 256.46 - 293.52 $ 273.15 - 383.10 Exercise price (in $) (*) $ 146.68 $ 240.70 $ 245.69 $ 303.83 Expected volatility 44.44 - 64.77 % 43.46 - 52.19 % 44.17 - 52.71 % 46.80 - 59.94 % Average expected option life (in years) 4 - 6.68 4 - 6.68 4 - 6.68 4 - 6.68 Risk‑free interest rate (0.32) - (0.18) % (0.43) - (0.28) % (0.51) - (0.34) % (0.51) - (0.28) % 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 $120.2 million for the year ended December 31, 2022, compared to $171.2 million for the year ended December 31, 2021 and $96.9 million for the year ended December 31, 2020. 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 our 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: 2022 2021 Weighted average Weighted average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Non-vested units at January 1 213,038 $ 314.25 — $ — Granted 243,010 375.81 216,522 313.84 Vested (53,872) — — — Forfeited (16,896) 307.11 (3,484) 288.92 Non-vested units at December 31 385,280 $ 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 $36.9 million for the year ended December 31, 2022 compared to $8.1 million for the year ended December 31, 2021. There was no RSUs related expense during the year ended December 31, 2020 as the Company only started granting the RSUs in 2021. |