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 Options

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 stock options granted will vest on the first day of each month following the first anniversary of the granting 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 fourth 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 pre-finance 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, 2024, the economic benefits of 20,823 stock options, for which accelerated vesting applies, were transferred to a third party.

No other conditions are attached to 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:

The weighted average share price at the date of exercise of options exercised during the year ended December 31, 2024 was $498.6, compared to $456.8 during the year ended December 31, 2023 and $336.5 during the year ended December 31, 2022. The weighted average remaining contractual life of the stock options outstanding amounted to 5.89 years on December 31, 2024 compared to 5.90 years on December 31, 2023 and 6.20 years on December 31, 2022. The table below shows the weighted average remaining contractual life for each range of exercise price:

The fair market value of the stock options has been determined based on the Black-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 2024:

Below is an overview of the parameters used in relation to the determination of the fair value of grants during 2023:

Below is an overview of the parameter used in relation to the determination of the fair value of grants during 2022:

The total share-based payment expense related to stock options recognized in the consolidated statements of profit or loss totaled $147 million for the year ended December 31, 2024, compared to $164 million for the year ended December 31, 2023 and $120 million for the year ended December 31, 2022.

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 four years with 1/4th of the total grant vesting at each anniversary of the date of grant.

The following restricted stock units arrangements were in existence during the current and prior years:

The total share-based payment expense related to RSUs recognized in the consolidated statements of profit or loss totaled $88 million for the year ended December 31, 2024 compared to $69 million for the year ended December 31, 2023 and $37 million for the year ended December 31, 2022.