Note 29.Employee benefit plans Defined benefit post-retirement plan The Group maintains three pension plans: one maintained by SEALSQ Corp covering its employees in Switzerland, one maintained by SEALSQ France SAS and one maintained by IC’Alps SAS, both covering their employees in France. All plans are considered defined benefit plans and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability. The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss. The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices. The defined benefit pension plan maintained by SEALSQ France SAS and IC’Alps SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plan is not funded, which means that there are no plan assets. The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which is the discount rate. | | | | | | | Personnel Costs | | As at December 31, | | As at December 31, | | As at December 31, | USD’000 | | 2025 | | 2024 | | 2023 | Wages and Salaries | | 18,609 | | 5,830 | | 6,214 | Social security contributions | | 6,343 | | 2,612 | | 2,319 | Net service costs | | 665 | | 33 | | 38 | Total | | 25,617 | | 8,475 | | 8,571 |
The pension liability calculated as at December 31, 2025, is based on annual personnel costs and assumptions as of December 31, 2025. | | | | | | | | | | | | As at December 31, | | As at December 31, | | As at December 31, | | As at December 31, | | Assumptions | | 2025 | | 2025 | | 2024 | | 2023 | | | | France | | Switzerland | | France | | France | | Discount rate | | 3.40 | % | 1.16 | % | 3.10 | % | 3.05 | % | Expected rate of return on plan assets | | n/a | | 3.33 | % | n/a | | n/a | | Salary increases | | 3 | % | 2.50 | % | 3 | % | 3 | % |
For SEALSQ Corp’s funded plan, the expected long-term rate of return on assets is based on the pension fund’s asset allocation. All of the assets are held under the collective contract by the plan’s re-insurer company and are invested in a mix of Swiss and International bond and equity securities. In line with ASC 820’s three-tier fair value hierarchy, pension assets belong to the fair value level 2. As at December 31, 2025 and 2024, the Group’s accumulated benefit obligation amounted to, respectively, USD 2,162,000 and USD 463,381. | | | | | | | Reconciliation to Balance Sheet start of year | | | | | | | USD’000 | | | | | | | Fiscal year | | 2025 | | 2024 | | 2023 | | | | | | | | Projected benefit obligation | | 463 | | 426 | | 396 | Surplus / deficit | | 463 | | 426 | | 396 | | | | | | | | Opening balance sheet asset / provision (funded status) | | 463 | | 426 | | 396 | | | | | | | | Reconciliation of benefit obligation during the year | | | | | | | Projected benefit obligation at start of year | | 463 | | 426 | | 396 | Net service cost | | 250 | | 34 | | 38 | Interest expense | | 95 | | 13 | | 14 | Plan participant contributions | | 84 | | — | | — | Net benefits paid to participants | | 244 | | (7) | | (22) | Actuarial losses / (gains) | | (133) | | 26 | | (11) | Acquisitions | | 6,994 | | — | | — | Currency translation adjustment | | 1,107 | | (29) | | 11 | Projected benefit obligation at end of year | | 9,104 | | 463 | | 426 | | | | | | | | Reconciliation of plan assets during the year | | | | | | | Fair value of plan assets at start of year | | — | | — | | — | Employer contributions paid over the year | | (153) | | — | | — | Plan participant contributions | | (84) | | — | | — | Net benefits paid to participants | | (244) | | — | | — | Expected return on plan assets | | (186) | | — | | — | Actuarial losses / (gains) | | 14 | | | | | Acquisitions | | (5,465) | | — | | — | Currency translation adjustment | | (824) | | — | | — | Fair value of plan assets at end of year | | (6,942) | | — | | — | | | | | | | | Reconciliation to balance sheet end of year | | | | | | | Fair value of plan assets | | (6,942) | | — | | — | Defined benefit obligation - funded plans | | 9,104 | | 463 | | 426 | Surplus/deficit | | 2,162 | | 463 | | 426 | | | | | | | | Closing balance sheet asset / provision (funded status) | | 2,162 | | 463 | | 426 | | | | | | | | Amounts recognized in accumulated other comprehensive income / (loss) | | | | | | | Net loss / (gain) | | 1,434 | | (335) | | (385) | Deficit | | 1,434 | | (335) | | (385) | | | | | | | | Estimated amount to be amortized from accumulated other comprehensive income / (loss) into NPBC over next fiscal year | | | | | | | Net loss / (gain) | | 384 | | 52 | | 47 |
| | | | | | | Movement in Funded Status | | | | | | | USD’000 | | | | | | | Fiscal year | | 2025 | | 2024 | | 2023 | | | | | | | | Opening balance sheet liability / (funded status) | | 463 | | 426 | | 396 | | | | | | | | Net service cost | | 250 | | 34 | | 38 | Interest cost / (credit) | | 95 | | 13 | | 14 | Expected return on plan assets | | (186) | | — | | — | Amortization of net (gain) / loss | | 70 | | — | | — | Amortization of prior service cost / (credit) | | (72) | | — | | — | Settlement / curtailment cost / (credit) | | — | | — | | — | Currency translation adjustment | | (1) | | — | | — | Total net periodic benefit cost / (credit) | | 156 | | 47 | | 52 | | | | | | | | Actuarial (gain) / loss on liabilities | | (133) | | 26 | | (11) | Actuarial (gain) / loss on assets | | 15 | | | | | Amortization of net (gain) / loss | | (70) | | | | | Amortization of prior service cost / (credit) | | 72 | | | | | Currency translation adjustment | | 1 | | | | | Total (gain) / loss recognized via OCI | | (115) | | 26 | | (11) | | | | | | | | Employer contributions paid in the year & Cashflow required to pay benefit payments | | (153) | | (7) | | (22) | Total cashflow | | (153) | | (7) | | (22) | | | | | | | | Acquisitions | | 1,530 | | — | | — | Currency translation adjustment | | 281 | | (29) | | 11 | Closing balance sheet liability / (funded status) | | 2,162 | | 463 | | 426 | | | | | | | | | | | | | | | Reconciliation of Net gain / loss | | | | | | | Amount at beginning of year | | (335) | | (385) | | (364) | Liability (gain) / loss | | (118) | | 26 | | (11) | Amortization of net (gain) / loss | | (70) | | | | | Acquisitions | | 1,754 | | — | | — | Currency translation adjustment | | 203 | | 24 | | (10) | Amount as at December 31, | | 1,434 | | (335) | | (385) |
The table below shows the breakdown of expected future contributions payable to the Plan: | | | | | Period | | | | | USD’000 | | Switzerland | | France | 2026 | | 2,229 | | 94 | 2027 | | 288 | | 59 | 2028 | | 268 | | 59 | 2029 | | 258 | | 14 | 2030 | | 239 | | 196 | 2031 to 2035 | | 1,244 | | 862 |
There are no plan assets expected to be returned to the employer during the 12-month period following December 31, 2025.
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