Annual Report 2025

Annual Report 2025

Letter of the Chairperson of the Remuneration and Nomination Committee

Dear Stakeholders,

Introduction

On behalf of the Remuneration and Nomination Committee, I am pleased to present the 2025 remuneration report (the 2025 Remuneration Report), which outlines the Committee’s activities over the past year and provides insight into how the Company’s achievements and continued progress in 2025 have shaped the remuneration of our CEO and Board of Directors.

In compliance with article 2:135b of the Dutch Civil Code, the European Shareholder Rights Directive and the DCGC, this 2025 Remuneration Report discloses how we implemented our 2021 Remuneration Policy for the Board of Directors and CEO in 2025 and explains how we will move forward with the 2025 Remuneration Policy, which became effective upon receiving shareholder approval at the 2025 Extraordinary General Meeting, held on November 18, 2025. In so doing so we hope that we can demonstrate the CEO is not only rewarded for immediate achievements, but also for sustained progress in our business strategies, individual objectives, and key strategic non-financial metrics that we believe underpin our long-term mission and strategy.

argenx performance in 2025

2025 was a year of strong execution and strategic delivery across argenx’ core priorities. We made substantial progress toward our Vision 2030 ambition of reaching 50,000 patients globally, treating approximately 19,000 patients across three indications (gMG, CIDP and ITP) and three product presentations. We successfully launched the VYVGART Hytrulo pre‑filled syringe in MG and CIDP, which expanded access to new patient segments and enabled more convenient treatment options. At the same time, the Company continued to invest in long‑term value creation by advancing a robust and diversified pipeline, entering 2026 with 10 ongoing registrational clinical trials and adding four new molecules to the pipeline. Our Senior Management Team, including the CEO, CFO and COO (Named Executive Officers or NEOs), guided the organization through a year of operational intensity, progressing late‑stage clinical programs, supporting regulatory submissions, scaling commercial operations and building the infrastructure required for sustainable growth, while positioning argenx for its next phase of leadership and innovation.

In gMG, we strengthened our position as the #1 prescribed and fastest‑growing biologic, supported by increasingly earlier use in the treatment paradigm and continued expansion into broader patient populations. Positive topline data from the Seronegative gMG clinical trial strengthened our ambition to be the treatment of choice and to pursue the broadest MG label to date. In CIDP, real‑world outcomes continued to validate the ADHERE results, with physicians reporting sustained functional improvement and patients experiencing greater independence and quality of life. This strong commercial execution resulted in a historic milestone for the company, with VYVGART surpassing $1 billion in product net sales in a single quarter for the first time in the third quarter.

Fixed base pay

After our annual comprehensive base pay review, in 2025 the CEO, CFO and COO’s base pay increased from EUR 700,000 to EUR 732,000 ($827,160), $553,000 to $578,000 and CHF 594,000 to CHF 615,000 ($741,641), which is an increase of 4.6%, 4.5% and 3.5% respectively. These increases are determined in accordance with the Company’s global base pay increase principles and guidelines and are consistent with the methodology used to determine base pay increases for employees across the organization. In addition, they reinforce our commitment to a balanced, performance-driven remuneration structure that supports sustainable long-term value creation, while maintaining fairness and transparency and taking into account annually performed scenario analyses, including benchmarking exercises in setting total remuneration levels.

Even with the above-referenced increase, the CEO’s base pay, at his own request, remained below the 25th percentile of the 2024 peer group.

Short Term Performance Pay

The CEO, CFO and COO delivered strong performance outcomes in 2025, resulting in STI payouts of 150% of target for the CEO, 150% for the CFO and 175% for the COO. These outcomes reflect the successful launch of the pre-filled syringe on April 10, 2025, associated revenue growth and continued delivery against key strategic priorities. The Remuneration and Nomination Committee considers that these results accurately reflect performance against the targets set at the start of the year and demonstrate clear alignment between pay and performance. Further details on individual achievements are provided in the main body of the report.

Long Term Performance Pay

Over 2025, argenx’s share price rose by 20% from €600.00 to €716.80. In fact, over a three-year period, from December 31, 2022 to December 31, 2025, the share price has risen by approximately 106%, from €348.30 to €716.80 per share, further underscoring the NEOs successful long-term performance.

Under the 2021 Remuneration Policy, as part of the long-term incentive pay (LTIP), the NEOs received RSUs and stock option grants. For disclosure on these awards vesting in 2025, please refer to “Section 3.4.3 LTIP” of this 2025 Remuneration Report.

Under the 2025 Remuneration Policy approved in November 2025, RSUs have been replaced by PSUs. As a result, the LTIP is now fully ‘at-risk’ as it is entirely performance-based and a mixture of stock options (no more than 50% of the annual grant) and PSUs (at least 50% of the annual grant). For the PSU portion of the 2025 grant, they will be assessed on the following performance metrics and targets:

  • Maximize the VYVGART opportunity consisting of the following targets: 2027 annual revenue (50%) and gMG Label Expansion (15%);
  • Build a portfolio of breakthrough antibody-based products consisting of the following target: FDA submissions (15%);
  • Ensure long-term sustainability as an independent company consisting of the following target: Pipeline progression (10%); and
  • Scaling the argenx way consisting of the following target: talent retention (10%).

For further information on the 2026 PSU awards, please refer to “Section 3.4.3 LTIP – PSUs” of this 2025 Remuneration Report.

Stakeholder Engagement

Shareholders play a crucial role in our success by providing invaluable support and fostering strong partnerships that are essential to our growth. We deeply appreciate their continued commitment and strive to keep them well-informed, ensuring a lasting and productive relationship.

During 2025, we directly engaged with our top 60 shareholders and other shareholders who previously engaged with us (holding a total of approximately 70% of our shares) as well as with proxy advisors, resulting in strong shareholder endorsement, with approximately 96% of votes cast in favor of the 2025 Remuneration Policy during the 2025 Extraordinary General Meeting held on November 18, 2025, reflecting broad support for the Company’s approach to executive remuneration.

Looking Forward

As announced on January 5, 2026, our current CEO, Tim Van Hauwermeiren, will transition from his CEO role to the position of Non-Executive chairperson of the Board of Directors, subject to receiving approval from the shareholders during the 2026 General Meeting. I would like to express the Committee’s immense appreciation for his great leadership, contributions and accomplishments delivered since the Company’s founding in 2008. The Board of Directors will appoint our current COO, Karen Massey, as our new CEO, following the approval of her nomination to Executive Director by the shareholders during the 2026 General Meeting. We are delighted to receive overwhelmingly positive feedback from shareholders since the announcement of the leadership transition and strong support for both Tim Van Hauwermeiren and Karen Massey’s new roles.

Tim Van Hauwermeiren’s anticipated CEO remuneration for 2026 will be in accordance with the provisions of the 2025 Remuneration Policy and is summarized below:

  • Treatment of base pay: The annual base pay for 2026 will be paid, pro-rated, up to and including the date of his resignation as CEO at the 2026 General Meeting.
  • Treatment of 2026 STI: The 2026 STI will be paid on a pro-rated basis up to and including the date of his resignation as CEO at the 2026 General Meeting, in accordance with the Founder CEO legacy agreement. Full details will be disclosed in the 2026 Remuneration Report.
  • Treatment of LTI: All unvested equity other than PSUs will immediately and fully vest at the time of the 2026 General Meeting. The PSUs granted in 2025 will remain subject to their normal three-year performance period and will vest in 2027, based on performance and pro-rated for time served as CEO in calendar years 2025 and 2026 (up to and including the date of his resignation as CEO at the 2026 General Meeting). Tim Van Hauwermeiren will not receive a new pro-rated 2026 LTIP grant, including both stock options and PSUs.

Subject to approval by the shareholders at the 2026 General Meeting, Tim Van Hauwermeiren’s remuneration arrangements as Non-Executive chairperson of the Board of Directors will be in accordance with the 2025 Remuneration Policy.

For more information regarding Tim Van Hauwermeiren’s 2026 compensation as CEO and as Non-Executive chairperson of the Board of Directors, including when details on achievement and pay-out will be available, please refer to section “Section 3.4.3 LTIP – Looking Forward” below.

More information on Karen Massey’s remuneration will be disclosed in the convocation notice for the 2026 General Meeting, which will become available on or around the date of this 2025 Remuneration Report.

I share the enthusiasm and excitement expressed by our shareholders about the upcoming leadership transition, and I am confident that with Tim Van Hauwermeiren as the Non-Executive chairperson of the Board of Directors and Karen Massey as CEO, argenx is extremely well-positioned for the long term.

We will continue to engage actively on this leadership transition and other relevant topics with our key stakeholders and proxy advisors throughout 2026 and beyond. We remain available to address any questions regarding corporate governance and executive compensation.

On behalf of the Remuneration and Nomination Committee I would like to thank all our investors, employees and stakeholders for their continued support and I ask that shareholders vote to approve this report at the 2026 General Meeting.

Ana Céspedes

Chairperson, Remuneration and Nomination Committee