| Share-based payments |
Immatics N.V. has four share-based payment plans. In June 2020, Immatics N.V. established an initial equity incentive plan (“2020 Equity Plan”). This plan was complemented by the Company’s 2022 stock option and incentive plan (“2022 Equity Plan”) which was approved by the Immatics shareholders at the Annual General Meeting on June 13, 2022. At the Annual General Meeting on June 20, 2024, Immatics shareholders approved the Company’s 2024 stock option and incentive plan (“2024 Equity Plan”). At the Annual General Meeting on June 18, 2025, Immatics shareholders approved the Company’s 2025 stock option and incentive plan (“2025 Equity Plan”). The 2025 Equity Plan allows the company to grant additional options and restricted stock units ("RSUs"). Under the 2020 Equity Plan, the 2022 Equity Plan and the 2024 Equity Plan, directors, management and employees have been granted different types of options, all of which are equity-settled transactions. Under the plans, the Company has the settlement choice for all options granted and has no present obligation to settle in cash, therefore, all options are treated as equity-settled transactions. Granted options shall accelerate and become vested and exercisable in full immediately prior to and subject to the consummation of a sale event, which is not deemed probable as of December 31, 2025, 2024 and 2023, respectively. Service Options Under the 2020 Equity Plan, the 2022 Equity Plan and the 2024 Equity Plan, Immatics issues employee stock options with a service requirement (“Service Options”) to acquire shares of Immatics N.V. The service-based options for employees including management will vest on a four-year time-based quarterly vesting schedule with a one-year cliff period. Under the 2022 Equity Plan and the 2024 Equity Plan, service options granted based on initial election to the Board will vest on a three-year time-based quarterly vesting schedule and annual service options for members of the Board will vest entirely after one year. Service Options are granted on a recurring basis. The Company granted Service Options, which were accounted for using the respective grant date fair value. Immatics applied a Black-Scholes pricing model to determine the fair value of the Service Options, with a weighted average fair value of $4.78, $8.23 and $6.99 for Service Option granted during the years ended December 31, 2025, 2024 and 2023, respectively and used the following assumptions:
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|
|
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|
|
|
Year ended December 31, |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
Exercise price in USD |
|
$ |
6.62 |
|
|
$ |
10.24 |
|
|
$ |
9.28 |
|
Underlying share price in USD |
|
$ |
6.62 |
|
|
$ |
10.24 |
|
|
$ |
9.28 |
|
Volatility |
|
|
82.34 |
% |
|
|
101.93 |
% |
|
|
87.98 |
% |
Time period (years) |
|
|
6.01 |
|
|
|
6.04 |
|
|
|
6.06 |
|
Risk-free rate |
|
|
4.06 |
% |
|
|
4.08 |
% |
|
|
4.07 |
% |
Dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
Service Options outstanding as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Service Options outstanding on January 1, 2025 |
|
|
9.94 |
|
|
|
10,089,474 |
|
Service Options granted in 2025 |
|
|
6.62 |
|
|
|
2,136,200 |
|
Service Options forfeited in 2025 |
|
|
9.54 |
|
|
|
151,493 |
|
Service Options exercised in 2025 |
|
|
8.87 |
|
|
|
5,862 |
|
Service Options expired in 2025 |
|
|
10.37 |
|
|
|
178,471 |
|
Service Options outstanding on December 31, 2025 |
|
|
9.35 |
|
|
|
11,889,848 |
|
Service Options exercisable on December 31, 2025 |
|
|
10.11 |
|
|
|
6,983,155 |
|
Weighted average remaining contract life (years) |
|
|
6.93 |
|
|
|
|
Service Options outstanding as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Service Options outstanding on January 1, 2024 |
|
|
9.87 |
|
|
|
7,757,974 |
|
Service Options granted in 2024 |
|
|
10.24 |
|
|
|
2,691,550 |
|
Service Options forfeited in 2024 |
|
|
11.25 |
|
|
|
202,520 |
|
Service Options exercised in 2024 |
|
|
9.92 |
|
|
|
91,844 |
|
Service Options expired in 2024 |
|
|
9.91 |
|
|
|
65,686 |
|
Service Options outstanding on December 31, 2024 |
|
|
9.94 |
|
|
|
10,089,474 |
|
Service Options exercisable on December 31, 2024 |
|
|
10.03 |
|
|
|
4,811,500 |
|
Weighted average remaining contract life (years) |
|
|
7.41 |
|
|
|
|
Service Options outstanding as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Service Options outstanding on January 1, 2023 |
|
|
10.07 |
|
|
|
6,129,160 |
|
Service Options granted in 2023 |
|
|
9.28 |
|
|
|
2,004,838 |
|
Service Options forfeited in 2023 |
|
|
9.70 |
|
|
|
326,895 |
|
Service Options exercised in 2023 |
|
|
9.96 |
|
|
|
12,832 |
|
Service Options expired in 2023 |
|
|
10.85 |
|
|
|
36,297 |
|
Service Options outstanding on December 31, 2023 |
|
|
9.87 |
|
|
|
7,757,974 |
|
Service Options exercisable on December 31, 2023 |
|
|
10.06 |
|
|
|
3,048,090 |
|
Weighted average remaining contract life (years) |
|
|
8.41 |
|
|
|
|
Performance-Based Options (“PSUs”) In addition, at the initial listing on Nasdaq, certain executive officers and key personnel of the Group received under the 2020 Equity Plan performance-based options (“PSUs”), vesting based on both the achievement of market capitalization milestones and satisfaction of a four-year time-based vesting schedule. The PSUs are split into three equal tranches. The performance criteria for each of the three respective tranches requires Immatics to achieve a market capitalization of at least $1.5 billion, $2 billion and $3 billion, respectively. The Company did not grant PSUs during the year ended December 31, 2025. PSUs outstanding as of December 31, 2025:
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|
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|
|
|
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|
2025 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
PSUs outstanding on January 1, 2025 |
|
|
10.09 |
|
|
|
3,680,000 |
|
PSUs granted in 2025 |
|
|
— |
|
|
|
— |
|
PSUs forfeited in 2025 |
|
|
10.00 |
|
|
|
12,000 |
|
PSUs outstanding on December 31, 2025 |
|
|
10.10 |
|
|
|
3,668,000 |
|
PSUs exercisable on December 31, 2025 |
|
|
— |
|
|
|
— |
|
Weighted average remaining contract life (years) |
|
|
4.60 |
|
|
|
|
PSUs outstanding as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
PSUs outstanding on January 1, 2024 |
|
|
10.08 |
|
|
|
3,642,000 |
|
PSUs granted in 2024 |
|
|
11.15 |
|
|
|
50,000 |
|
PSUs forfeited in 2024 |
|
|
10.00 |
|
|
|
12,000 |
|
PSUs outstanding on December 31, 2024 |
|
|
10.09 |
|
|
|
3,680,000 |
|
PSUs exercisable on December 31, 2024 |
|
|
— |
|
|
|
— |
|
Weighted average remaining contract life (years) |
|
|
5.60 |
|
|
|
|
PSUs outstanding as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
PSUs outstanding on January 1, 2023 |
|
|
10.08 |
|
|
|
3,666,000 |
|
PSUs granted in 2023 |
|
|
— |
|
|
|
— |
|
PSUs forfeited in 2023 |
|
|
10.00 |
|
|
|
24,000 |
|
PSUs outstanding on December 31, 2023 |
|
|
10.08 |
|
|
|
3,642,000 |
|
PSUs exercisable on December 31, 2023 |
|
|
— |
|
|
|
— |
|
Weighted average remaining contract life (years) |
|
|
6.55 |
|
|
|
|
Restricted Stock Units ("RSUs") Under the 2025 Equity Plan, Immatics issues employee restricted stock units with a service requirement (“Restricted Stock Units”) to obtain shares of Immatics N.V. The Restricted Stock Units for all employees will vest in four equal annual installments upon satisfaction of service requirements. Restricted Stock Units are granted on a recurring basis. During the year ended December 31, 2025, the Company did not grant any Restricted Stock Units and no related expenses were recognized. In January 2026, the Company granted 1,055,080 Restricted Stock Units, which are accounted for using the respective grant date fair value. Total share-based compensation expenses: The Group recognized total employee-related share-based compensation expenses from all plans for the years ended December 31, 2025, 2024 and 2023 as set out below:
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|
Year ended
December 31, |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
(Euros in thousands) |
|
Research and development expenses |
|
|
(7,538 |
) |
|
|
(9,587 |
) |
|
|
(11,972 |
) |
General and administrative expenses |
|
|
(7,477 |
) |
|
|
(8,055 |
) |
|
|
(8,733 |
) |
Total share-based compensation |
|
|
(15,015 |
) |
|
|
(17,642 |
) |
|
|
(20,705 |
) |
Additional outstanding awards fully vested Immatics GmbH previously issued share-based awards to employees under different plans. As part of the initial listing on Nasdaq, all outstanding awards were replaced by a combination of cash payments and share-based awards under the 2020 Equity Plan in Immatics N.V. These awards are fully vested and no additional expense is recognized. Matching Stock Options outstanding as of December 31, 2025:
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|
|
|
|
|
|
|
|
|
2025 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Matching Stock Options outstanding on January 1, 2025 |
|
|
10.00 |
|
|
|
1,315,798 |
|
Matching Stock Options forfeited in 2025 |
|
|
10.00 |
|
|
|
4,950 |
|
Matching Stock Options exercised in 2025 |
|
|
— |
|
|
|
— |
|
Matching Stock Options expired in 2025 |
|
|
10.00 |
|
|
|
20,166 |
|
Matching Stock Options outstanding on December 31, 2025 |
|
|
10.00 |
|
|
|
1,290,682 |
|
Matching Stock Options exercisable on December 31, 2025 |
|
|
10.00 |
|
|
|
1,290,682 |
|
Weighted average remaining contract life (years) |
|
|
4.50 |
|
|
|
|
Matching Stock Options outstanding as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Matching Stock Options outstanding on January 1, 2024 |
|
|
10.00 |
|
|
|
1,342,648 |
|
Matching Stock Options forfeited in 2024 |
|
|
— |
|
|
|
— |
|
Matching Stock Options exercised in 2024 |
|
|
10.00 |
|
|
|
25,938 |
|
Matching Stock Options expired in 2024 |
|
|
10.00 |
|
|
|
912 |
|
Matching Stock Options outstanding on December 31, 2024 |
|
|
10.00 |
|
|
|
1,315,798 |
|
Matching Stock Options exercisable on December 31, 2024 |
|
|
10.00 |
|
|
|
1,315,798 |
|
Weighted average remaining contract life (years) |
|
|
5.50 |
|
|
|
|
Matching Stock Options outstanding as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Matching Stock Options outstanding on January 1, 2023 |
|
|
10.00 |
|
|
|
1,348,004 |
|
Matching Stock Options forfeited in 2023 |
|
|
— |
|
|
|
— |
|
Matching Stock Options exercised in 2023 |
|
|
10.00 |
|
|
|
720 |
|
Matching Stock Options expired in 2023 |
|
|
10.00 |
|
|
|
4,636 |
|
Matching Stock Options outstanding on December 31, 2023 |
|
|
10.00 |
|
|
|
1,342,648 |
|
Matching Stock Options exercisable on December 31, 2023 |
|
|
10.00 |
|
|
|
1,342,648 |
|
Weighted average remaining contract life (years) |
|
|
6.50 |
|
|
|
|
Converted Options outstanding as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Converted Options outstanding on January 1, 2025 |
|
|
2.90 |
|
|
|
477,842 |
|
Converted Options forfeited in 2025 |
|
|
1.50 |
|
|
|
2,275 |
|
Converted Options exercised in 2025 |
|
|
1.08 |
|
|
|
15,401 |
|
Converted Options expired in 2025 |
|
|
1.37 |
|
|
|
2,451 |
|
Converted Options outstanding on December 31, 2025 |
|
|
2.97 |
|
|
|
457,715 |
|
Converted Options exercisable on December 31, 2025 |
|
|
2.97 |
|
|
|
457,715 |
|
Weighted average remaining contract life (years) |
|
|
2.00 |
|
|
|
— |
|
Converted Options outstanding as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Converted Options outstanding on January 1, 2024 |
|
|
2.81 |
|
|
|
503,310 |
|
Converted Options forfeited in 2024 |
|
|
— |
|
|
|
— |
|
Converted Options exercised in 2024 |
|
|
1.22 |
|
|
|
23,207 |
|
Converted Options expired in 2024 |
|
|
1.24 |
|
|
|
2,261 |
|
Converted Options outstanding on December 31, 2024 |
|
|
2.90 |
|
|
|
477,842 |
|
Converted Options exercisable on December 31, 2024 |
|
|
2.90 |
|
|
|
477,842 |
|
Weighted average remaining contract life (years) |
|
|
3.00 |
|
|
|
|
Converted Options outstanding as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
Weighted
average
exercise price
in USD |
|
|
Number |
|
Converted Options outstanding on January 1, 2023 |
|
|
2.74 |
|
|
|
525,181 |
|
Converted Options forfeited in 2023 |
|
|
1.14 |
|
|
|
909 |
|
Converted Options exercised in 2023 |
|
|
1.24 |
|
|
|
20,951 |
|
Converted Options expired in 2023 |
|
|
0.85 |
|
|
|
11 |
|
Converted Options outstanding on December 31, 2023 |
|
|
2.81 |
|
|
|
503,310 |
|
Converted Options exercisable on December 31, 2023 |
|
|
2.81 |
|
|
|
503,310 |
|
Weighted average remaining contract life (years) |
|
|
4.01 |
|
|
|
|
|