Shareholders' equity

12 Months Ended

Dec. 31, 2025

Note 12. Shareholders’ equity

In accordance with the decision of the Annual General Meeting of shareholders, the net loss of €354.1 million for the financial year ending December 31, 2025, has been appropriated to reserves (accumulated losses). No appropriation to statutory or other reserves has been made.

12.1	Share capital

As of December 31, 2025, the share capital was set at 1,932,369.78 divided into 193,236,978 fully authorized, subscribed and paid-up shares with a nominal value of €0.01.

Share capital variation during the years ended December 31, 2023, 2024, 2025 is set forth in the table below. Values presented in the table are in euros, except for number of shares.


						Premiums
						related to share
Date		Nature of the transactions		Share capital		capital		Number of shares		Nominal value
Balance as of 31 December 2022				421,341		173,885,665		42,134,169		0.01
August 30, 2023		August 2023 Share Issuance		96,186		30,491,082		9,618,638		0.01
August 30, 2023		Transaction costs related to the capital increase		—		(2,510,855)		—		—
December 8, 2023		Vesting of bonus shares		3,630		(3,630)		363,000		0.01
Balance as of 31 December 2023				521,158		201,862,263		52,115,807		0.01
March 25, 2024		AGA 2021 2021-BIS		3,614		(3,614)		361,381		0.01
October 17, 2024		Structured Financing (T1 New Shares and T1 BSAs)		346,005		38,422,366		34,600,507		0.01
December 16, 2024		AGA 2023-2		7,126		(7,126)		712,632		0.01
December 19, 2024		Structured Financing (T1 bis Shares and T1 bis BSAs) financing		78,721		8,885,708		7,872,064		0.01
Balance as of December 31, 2024				956,624		249,159,597		95,662,391		0.01
April 28, 2025		Structured Financing (Exercise of T1 warrants)		10,000		1,340,000		1,000,000		0.01
May 7, 2025		Structured Financing (T2 New Shares)		424,889		127,595,233		42,488,883		0.01
October 9, 2025		Structured Financing (Exercise of T1 warrants)		68,000		9,112,000		6,800,000		0.01
November 5, 2025		Structured Financing (Exercise of T1 and T1bis warrants)		3,210		430,182		321,031		0.01
November 18, 2025		Public offering (American Depositary Shares)		448,052		138,925,018		44,805,193		0.01
December 11, 2025		Structured Financing (Exercise of T1 warrants)		12,517		1,677,310		1,251,724		0.01
December 15, 2025		AGA 2024-1, AGA- 2024-2 and AGA 2024-3		9,078		(9,078)		907,756		0.01
Balance as of December 31, 2025				1,932,370		528,230,262		193,236,978		0.01

The increase during 2025 of the share capital and premium is related to:

●

the exercise of 1,000,000 pre - funded warrants issued in connection with the first tranche of the Structured Financing on April 28, 2025, which resulted in the issuance of 1,000,000 new ordinary shares for gross proceeds of €10,000;

●

the issuance of 42,488,883 T2 New Shares in the T2 Transaction, at €1.35 per share (i.e., gross proceeds of €57.4 million). Given a nominal value per share of €0.01, the increase in share capital is €0.4 million. On the transaction date, given the share price of €3.19, the fair value of the 42,488,883 T2 New Shares was €135.5 million (€3.19 per share). The transaction costs amounted to €7.5 million;

●

the exercise of 6,800,000 pre-funded warrants issued in connection with the first tranche of the Structured Financing on September 1, 2025, which resulted in the issuance of 6,800,000 new ordinary shares for gross proceeds of €68,000;

●

the exercise of T1 and T1bis warrants on November 4, 2025, which resulted in the issuance of 321,031 new ordinary shares, generating gross proceeds of €3,210 corresponding to the nominal value of €0.01 per share. No share premium was recognized in connection with this transaction;

●

the issuance in November 2025 of 44,805,193 ADSs (each representing one ordinary share of the Company) in gross proceeds of approximately $172.5 million (€149.0 million). Given a nominal value per share of €0.01, the increase in share capital was €0.4 million. The transaction costs amounted to €9.6 million;

●

the exercise of 1,251,724 pre-funded warrants issued in connection with the first tranche of the Structured Financing on December 2, 2025, which resulted in the issuance of 1,251,724 new ordinary shares for gross proceeds of €12,517; and

●

the vesting of free shares under the AGA 2024‑1, AGA 2024 - 2 and 2024‑3 plans on December 15, 2025 resulted in the issuance of 907,756 new ordinary shares. This transaction increased share capital by €9,078, with an equivalent negative amount recorded against share premium, reflecting the nominal value of €0.01 per share.

12.2	Liquidity agreement

On January 19, 2018, the Company entered into a liquidity agreement with Kepler Cheuvreux, replacing the previous liquidity agreement with Oddo BHF. This agreement with Kepler Cheuvreux, as amended in 2019, automatically renewed for 12-month periods unless terminated by either party. Under the terms of the agreement, the investment services provider (‘ISP’) is authorized to buy and sell the Company’s treasury shares without interference from the Company to ensure the liquidity of the shares on the Euronext market.

The liquidity agreement with Kepler Cheuvreux was extended for a new period of 18 months from May 22, 2025.

On December 31, 2025, 2024 and 2023, treasury shares acquired by the Company through its ISP, as well as the gains or losses resulting from share purchase, sale, issue and cancellation transactions during the year of 2025, were accounted for as a deduction from equity. Consequently, these transactions had no impact on the Company’s results.

12.3	Share warrants plan

BSA and BSPCE plans

BSA and BSPCE plan characteristics

As of December 31, 2025, one BSPCE plan and 8 BSA plans are outstanding (see below).

Share-based payments correspond to:

BSA share warrants granted to Company directors in 2017, with a subscription price set at €0.534;

BSA share warrants granted to Company service providers in 2018, with a subscription price set at €0.48;

BSA share warrants granted in 2019 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, with a subscription price set at €0.18;

BSA share warrants granted in 2020 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, with a subscription price set at €0.29;

BSA share warrants granted in 2020 to Jérémy Goldberg, a member of PG Healthcare LLC, a service provider of the Company, with a subscription price set at €0.29;

BSPCE founder share warrants granted in 2021, to Frédéric Cren and Pierre Broqua, then CEO and then Deputy CEO respectively of the Company;

BSA share warrants granted in 2021 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, with a subscription price set at €2.45;

BSA share warrants granted in 2023 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, with a subscription price set at €0.20 and an exercise price of €2.51; and

BSA share warrants granted in 2023 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, with a subscription price set at €0.31 and an exercise price of €3.91.

No new share warrant plans were established in 2025.

The main characteristics of the BSPCE plan are described in the following table:


		BSPCE 2021
Decision of issuance by the Board of Directors		04/16/2021
Grant date		04/16/2021
Beneficiary		Executive Directors (Frederic Cren and Pierre Broqua)
Number of BSPCE granted		600,000
Expiration date		03/31/2034
Number of shares per BSPCE		1
Subscription price (€)		0
Exercise price (€)		11.74
Performance condition		Partially	⁽¹⁾
Valuation method used		Monte Carlo
Fair value at grant date (€)		[5.4 – 5.7]	⁽¹⁾
Expected volatility		64	%
Average life (years)		5
Risk-free rate		0.60	%
Expected dividends		—

⁽¹⁾The fair value at grant date is different depending on whether the BSPCEs are subject to market performance conditions.

Characteristics of BSA share warrant plans

As of December 31, 2025, eight BSA share warrant plans are outstanding: BSA 2017, BSA 2018, BSA 2019, BSA 2019 bis, BSA 2019 ter, BSA 2021, BSA 2023 and BSA 2023–2.

On May 25, 2023, the Company granted David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, 10,000 BSAs under the new BSA 2023-1 share warrants. The BSAs under this plan have a subscription price set at €0.20 and an exercise price of €2.51.

On December 15, 2023, the Company granted David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, 20,000 BSAs under the new BSA 2023-2 share warrants. The BSAs under this plan have a subscription price set at €0.31 and an exercise price of €3.91.

The main characteristics of BSA plans are described in the following table:


		BSA 2017		BSA 2018-1		BSA 2019		BSA 2019 Bis		BSA 2019 ter		BSA 2021		BSA 2023-1		BSA 2023-2
Decision of issuance by the Board of Directors		05/29/2017		12/14/2018		06/28/2019		03/09/2020		03/09/2020		04/16/2021		05/25/2023		12/15/2023
Grant date		05/29/2017		12/14/2018		06/28/2019		03/09/2020		03/09/2020		04/16/2021		05/25/2023		12/15/2023
Beneficiary		Directors		Service providers		Service providers		Service providers		Service providers		Service providers		Service providers		Service providers
Vesting period (year)		3 tranches: 1 year, 2 years and 3 years		between 1 and 3 years		1		1		between 1 and 3 years		3		2.9 years		2.3 years
Expiration date		05/29/2027		12/14/2028		06/28/2029		03/09/2030		03/09/2030		03/31/2034		03/31/2036		03/31/2036
Number of BSA granted		195,000		126,000		10,000		10,000		36,000		50,000		10,000		20,000
Number of shares per BSA		1		1		1		1		1		1		1		1
Subscription premium price per share (€)		0.534		0.48		0.18		0.29		0.29		2.45		0.20		0.31
Exercise price per share (€)		6.675		6.067		2.20		3.68		3.68		11.74		2.51		3.91
Performance condition		No		No		No		No		No		Yes		No		No
Valuation method		Black and Scholes		Black and Scholes		Black and Scholes		Black and Scholes		Black and Scholes		Monte Carlo		Black and Scholes		Black and Scholes
Fair value per BSA at grant date (€)		2.47		1.98		0.48		0.90		0.90		[3.0 – 3.2]	⁽¹⁾	1.89		2.67
Expected volatility		40	%	40	%	40	%	40	%	40	%	64	%	65	%	62	%
Average life (years)		6		6		5.5		6		6		5		6.5		6.2
Risk free rate		0.22	%	0.30	%	0.33	%	0.0	%	0.0	%	0.60	%	2.96	%	2.65	%
Expected dividends		—		—		—		—		—		—		—		—

⁽¹⁾The fair value at grant date is different depending on whether the BSAs are subject to market performance conditions.

Movements in BSPCE share warrants and BSA share warrants (in number of shares issuable upon exercise)


		Decision of
		issuance
		by the				Exercise		Outstanding								Outstanding		Number of
		Board of				price		at Jan 1,						Forfeited /		at December 31,		exercisable
Type		Directors		Grant Date		(in euros)		2025		Issued		Exercised		Lapsed		2025		shares
BSPCE - Plan 2021		04/16/2021		04/16/2021		11.74		430,000		—		—		—		430,000		430,000
TOTAL BSPCE share warrants								430,000		—		—		—		430,000		430,000
BSA - Plan 2017		05/29/2017		05/29/2017		6.67		130,000		—		—		—		130,000		130,000
BSA - Plan 2018		12/14/2018		12/14/2018		6.07		116,000		—		—		—		116,000		116,000
BSA 2019		06/28/2019		06/28/2019		2.20		10,000		—		—		—		10,000		10,000
BSA 2019 bis		03/09/2020		03/09/2020		3.68		10,000		—		—		—		10,000		10,000
BSA 2019 ter		03/09/2020		03/09/2020		3.68		36,000		—		—		—		36,000		36,000
BSA 2021		04/16/2021		04/16/2021		11.74		14,333		—		—		—		14,333		14,333
BSA 2023		05/25/2023		05/25/2023		2.51		10,000		—		—		—		10,000		—
BSA 2023 - 2		12/15/2023		12/15/2023		3.91		20,000		—		—		—		20,000		—
TOTAL BSA share warrants								346,333		—		—		—		346,333		316,333
Total share warrants								776,333		—		—		—		776,333		746,333

On December 31, 2025, a total of 430,000 BSPCEs (representing, if exercised, 430,000 shares) and 346,333 BSAs (representing, if exercised, 346,333 shares) are outstanding, corresponding to a total of 776,333 shares if exercised, the maximum number of shares to be issued when all related conditions are met.


				Exercise		Outstanding								Outstanding		Number of
				price		at Jan 1,						Forfeited /		at December 31,		exercisable
Type		Grant Date		(in euros)		2024		Issued		Exercised		Lapsed		2024		shares
BSPCE - Plan 2013		12/13/2013		0.59		—		—		—		—		—		—
BSPCE - Plan 2021		04/16/2021		11.74		430,000		—		—		—		430,000		430,000
TOTAL BSPCE share warrants						430,000		—		—		—		430,000		430,000
BSA - Plan 2017		05/29/2017		6.67		130,000		—		—		—		130,000		130,000
BSA - Plan 2018		12/14/2018		6.07		116,000		—		—		—		116,000		116,000
BSA 2019		06/28/2019		2.2		10,000		—		—		—		10,000		10,000
BSA 2019 bis		03/09/2020		3.68		10,000		—		—		—		10,000		10,000
BSA 2019 ter		03/09/2020		3.68		36,000		—		—		—		36,000		36,000
BSA 2021		04/16/2021		11.74		14,333		—		—		—		14,333		14,333
BSA 2023		05/25/2023		2.51		10,000		—		—		—		10,000		—
BSA 2023 - 2		12/15/2023		3.91		20,000		—		—		—		20,000		—
TOTAL BSA share warrants						346,333		—		—		—		346,333		316,333
Total share warrants						776,333		—		—		—		776,333		746,333

On December 31, 2024, a total of 430,000 BSPCEs (or 430,000 shares) and 346,333 BSAs were outstanding, corresponding to a total of 776,333 shares, the maximum number of shares to be issued when all related conditions are met.

Share based payment expenses related to BSPCEs and BSAs amounted to €30 thousand for the year ended December 31, 2025 compared to €236 thousand for the year ended December 31, 2024. As of December 31, 2023, the related expenses amounted to €827 thousand. These share - based payment expenses were recognized in personnel costs (see Note 20.1. – Personnel costs and headcount).

BSPCE et BSA - Quantités


				Exercise		Outstanding								Outstanding		Number of
				price		at Jan 1,						Forfeited /		at December 31,		exercisable
Type		Grant Date		(in euros)		2023		Issued		Exercised		Lapsed		2023		shares
BSPCE - Plan 2013		12/13/2013		0.59		8,800		—		—		(8,800)		—		—
BSPCE - Plan 2021		04/16/2021		11.74		480,000		—		—		(50,000)		430,000		430,000
TOTAL BSPCE share warrants						488,800		—		—		(58,800)		430,000		430,000
BSA - Plan 2017		05/29/2017		6.67		130,000		—		—		—		130,000		130,000
BSA - Plan 2018		12/14/2018		6.07		116,000		—		—		—		116,000		116,000
BSA 2019		06/28/2019		2.20		10,000		—		—		—		10,000		10,000
BSA 2019 bis		03/09/2020		3.68		10,000		—		—		—		10,000		10,000
BSA 2019 ter		03/09/2020		3.68		36,000		—		—		—		36,000		36,000
BSA 2021		04/16/2021		11.74		16,000		—		—		(1,667)		14,333		—
BSA 2023		05/25/2023		2.51		—		10,000		—		—		10,000		—
BSA 2023 - 2		12/15/2023		3.91		—		20,000		—		—		20,000		—
TOTAL BSA share warrants						318,000		30,000		—		(1,667)		346,333		302,000
Total share warrants						806,800		30,000		—		(60,467)		776,333		732,000

Over the year ended December 31, 2023, 20,000 BSPCEs 2021 and 1,667 BSAs 2021 were forfeited following the (partial) non-satisfaction of a non-market condition, 30,000 BSPCEs 2021 were forfeited following the (partial) non-satisfaction of a market condition and 8,800 BSPCEs 2013 following the expiration of the plan.

On December 31, 2023, a total of 430,000 BSPCEs (or 430,000 shares) and 346,333 BSAs were outstanding, corresponding to a total of 776,333 shares, the maximum number of shares to be issued when all related conditions are met.

12.4

Bonus share award plans

Free Shares (AGA) plans

AGA plans

As of December 31, 2025, 10 AGA plans are outstanding: AGA 2023-1, AGA 2024-1, AGA 2024-2, AGA 2024-3, AGA 2024-4, AGA 2025-1, AGA 2025-2, AGA 2025-3, AGA 2025-4, AGA 2025-5.

On June 25, 2025 the Board of Directors decided to amend an award granted to Pierre Broqua pursuant the AGA 2024-2 plan, in connection with his decision to retire as Deputy CEO of the Company. This amendment included removing presence and performance conditions while maintaining the original vesting and lock-up schedule, which resulted in a share-based compensation expense of €0.6 million, as of June 30, 2025.

On September 26, 2025, the Board of Directors decided to grant:

●

2,370,500 free shares to employees under the new AGA 2025-2 plan, and

●

38,000 free shares to employees under the new AGA 2025-3 plan.

As part of the settlement agreement between the Company and Frédéric Cren in connection with his departure as CEO of the Company, and subject to shareholder approval, the Board of Directors decided on September 30, 2025 to:

●

grant 6,158,699 free shares to Frédéric Cren, as Chief Executive Officer, under the new AGA 2025-1 plan; and

●

amend grants made to Frédéric Cren pursuant to the AGA 2023-1, AGA 2024-1 and 2025-1 plans.

On November 27, 2025, the decision was approved by the Company’s shareholders at the Combined General Meeting (see Note 1.2 – Significant events of 2025). This amendment partially waived presence and performance conditions of AGA 2023-1, AGA 2024-1 et AGA 2025-1 plans, which resulted in an aggregate share-based compensation expense of €11.1 million as of December 31, 2025.

On December 15, 2025, the Board of Directors decided to grant:

●

68,000 free shares to employees under the new AGA 2025-4 plan; and

●

500,000 free shares to employees under the new AGA 2025-5 plan.

On December 13, 2024, the Board of Directors decided to grant:

●

800,000 free shares to Frédéric Cren, as then CEO, under the new AGA 2024-1 plan,

●

800,000 free shares to Pierre Broqua, as then Deputy CEO of the Company prior to his resignation effective June 30. 2025, under the new AGA 2024-2 plan,

●

1,577,000 free shares to employees under the new AGA 2024-3 plan; and;

●

113,000 free shares to employees under the new AGA 2024-4 plan,

As for plans granted on December 13, 2024, the final terms and conditions of the plans have been shared with the beneficiaries in January 2025. The related share-payment expenses have been therefore deferred to the year starting January 1, 2025.

On May 25, 2023, the Board of Directors decided to grant 300,000 performance units to Frédéric Cren, then Chairman of the Board of Directors and CEO of the Company. The PAGUP is contingently cash settled but the most probable settlement is equity settled. Following the amendment to Article L, 225-197-1 II of the French Commercial Code, Frédéric Cren became eligible for AGAs instead of performance units. Therefore, at the Board of Directors’ meeting of March 25, 2024, it was decided to grant him 300,000 performance shares (AGA 2023-1) in place of his 300,000 performance units.

On May 25, 2023, the Board of Directors decided to grant 300,000 bonus shares awards to Pierre Broqua, as then Deputy CEO of the Company, under the new AGA 2023-1 plan.

On December 15, 2023, the Board of Directors decided to grant 760,000 bonus shares awards to employees under the new AGA 2023-2 plan,

The main characteristics of the AGA plans are described in the table below:

AGA 2024-1

AGA 2024-2

AGA 2024-3

AGA 2024-4

 

AGA 2021

 

AGA 2021-bis

 

AGA 2023-1

 

AGA 2023-2

(Tr1 - Tr2 - Tr3)

 

(Tr1 - Tr2 - Tr3)

Decision of issuance by the Board of Directors

04/16/2021

12/08/2021

05/25/2023

12/15/2023

12/13/2024

Grant date

04/16/2021

12/08/2021

05/25/2023

12/15/2023

01/06/2025

01/17/2025

Beneficiary

Employees

Executive Director (Pierre Broqua & Frédéric Cren)

Employees

Frédéric Cren

Pierre Broqua

Employees

Holding period (year)

—

Service condition

Yes

Performance condition

Partially

⁽¹⁾

Partially

⁽¹⁾

Yes

Number of AGA granted

466,000

123,000

600,000

⁽²⁾

760,000

800,000

1,577,000

113,000

Number of shares per AGA

Valuation method used

Dual

⁽¹⁾

Dual

⁽¹⁾

Dual

⁽¹⁾

Dual

⁽¹⁾

Dual

⁽¹⁾

Dual

⁽¹⁾

Dual

⁽¹⁾

Dual

⁽¹⁾

Fair value per AGA at grant date

[9.8 – 11.3]

⁽¹⁾

[11.4 – 12.2]

⁽¹⁾

2.60

3.90

2.30

Expected volatility

N/A

Average life (years)

2.3

N/A

Risk-free rate

0.60

N/A

Expected dividends

—

Stock price reference

N/A

Non-transferable discount

N/A

 

AGA 2025-1

 

AGA 2025-1

 

AGA 2025-2

 

AGA 2025-3

 

AGA 2025-4

 

AGA 2025-5

(Tr1 - Tr2 - Tr3)

(Tr4)

(Tr1 - Tr2 - Tr3)

Decision of issuance by the Board of Directors

09/30/2025

09/26/2025

12/15/2025

Grant date

09/30/2025

09/26/2025

12/15/2025

Beneficiary

Frédéric Cren

Employees

[1 – 3]

Holding period (year)

[0 – 1]

—

Service condition

Yes

Performance condition

Partially

⁽¹⁾

Yes

Number of AGA granted

3,065,366

3,093,333

2,370,500

38,000

68,000

500,000

Number of shares per AGA

Valuation method used

Share price

Dual

⁽¹⁾

Share price

Fair value per AGA at grant date

[3.67 – 4.92]

[3.61 – 4.76]

4.95

3.79

Expected volatility

N/A

54.9

N/A

Average life (years)

N/A

1.5

N/A

Risk-free rate

N/A

2.0

N/A

Expected dividends

—

Stock price reference

N/A

Non-transferable discount

N/A

(1)

AGA 2025-1 plan is partially composed of AGAs subject to market performance condition (Tranche 2, Tranche 3 and Tranche 4). AGAs 2025-1 (Tranche 1), AGAs 2025-2 and AGAs 2025-3 are not subject to market performance condition. Accordingly, AGAs not subject to market performance conditions are valued on the basis of the share price less future dividends, discounted at the risk-free rate. AGAs subject to market performance conditions are valued using the Monte Carlo approach. The fair value at the grant date is different depending on whether the AGAs are subject to market performance conditions.

(2)

At the Board of Directors’ meeting held on March 25, 2024, it was decided to grant Frédéric Cren 300,000 performance shares (AGA 2023 - 1) in place of his 300,000 performance units (PAGUP 2023) (see note 12.5 - Performance units plans).

Movements in AGA (in number of shares issuable upon exercise)


		Decision of
		issuance
		by the				Fair value		Outstanding								Outstanding
		Board of				at grant date		at Jan 1,						Forfeited /		at December 31,
Type		Directors		Grant Date		(in euros)		2025		Granted		Vested		Lapsed		2025
AGA 2023-1		05/25/2023		05/25/2023		2.60		525,000		—		—		(139,294)		385,706
AGA 2024-1 (Tr1 - Tr2 - Tr3)		12/13/2024		01/06/2025		2.30		—		800,000		(266,667)		(256,483)		276,850
AGA 2024-2 (Tr1 - Tr2 - Tr3)		12/13/2024		01/06/2025		2.30		—		800,000		(145,388)		(541,433)		113,179
AGA 2024-3 (Tr1 - Tr2 - Tr3)		12/13/2024		01/06/2025		2.30		—		1,577,000		(495,701)		(106,256)		975,043
AGA 2024-4 (Tr1 - Tr2 - Tr3)		12/13/2024		01/17/2025		2.30		—		113,000		—		—		113,000
AGA 2025-1 (Tr1 - Tr2 - Tr3)		09/30/2025		09/30/2025		3.67 - 4.92		—		3,065,366		—		(1,476,703)		1,588,663
AGA 2025-1 (Tr4)		09/30/2025		09/30/2025		3.61 - 4.76		—		3,093,333		—		(2,463,263)		630,070
AGA 2025-2		09/26/2025		09/26/2025		4.95		—		2,370,500		—		(72,500)		2,298,000
AGA 2025-3		09/26/2025		09/26/2025		4.95		—		38,000		—		(38,000)		—
AGA 2025-4		12/15/2025		12/15/2025		3.79		—		68,000		—		—		68,000
AGA 2025-5		12/15/2025		12/15/2025		3.79		—		500,000		—		—		500,000
TOTAL free shares								525,000		12,425,199		(907,756)		(5,093,932)		6,948,511

On December 31, 2025, a total of 6,948,511 AGA were outstanding.

During the year 2025:

●

907,756 AGA related to 1^st tranches of AGA 2024-1, AGA 2024-2 and AGA 2024-3 were vested by the beneficiaries, and

●

5,093,932 AGA were forfeited, mainly due to Pierre Broqua’s resignation as Deputy CEO effective as of June 30, 2025 and Frédéric Cren’s resignation as CEO effective as of September 30, 2025 (see Note 1.2 – Significant events of 2025).

Share-based compensation expense with respect to AGAs and BSAs totaled €15.9 million for the year ended December 31, 2025, compared to €3.3 million for the year ended December 31, 2024. These expenses are recognized in personnel costs (see Note 20.1 – Personnel costs and headcount). An additional €1.3 million share-based compensation expense with respect to AGAs is recorded in Other operating income and expenses, following the removal of the presence and performance conditions agreed as part of the Strategic Pipeline Prioritization Plan (see Note 1.2 – Significant events of 2025 and Note 21 – Other operating income and expenses).

Fair value

Outstanding

at grant

Outstanding

date

at Jan 1,

Forfeited /

December 31,

Type

 

Grant Date

 

(in euros)

 

2024

 

Granted

 

Vested

 

Lapsed

 

2024

AGA - Plan 2021 - 1

04/16/2021

11.30

297,599

—

(296,166)

(1,433)

—

AGA - Plan 2021 - bis

12/08/2021

12.20

65,215

—

(65,215)

—

AGA 2023-1

05/25/2023

2.60

300,000

—

(75,000)

525,000

AGA 2023-2

12/15/2023

3.90

748,000

—

(712,632)

(35,368)

—

TOTAL free shares

1,410,814

300,000

(1,074,013)

(111,801)

525,000

During 2024, the change in AGA bonus shares over the period were broken down as follows:

Bonus share award plan AGA 2023-1 granted 300,000 additional shares to Frédéric Cren in place of his 300,000 PAGUP 2023(see Note 12.5. - Performance units plans);

Decrease of 75,000 AGA 2023-1 which were forfeited following the (partial) non-satisfaction of a non-market performance condition;

Cancellation of 1,433 AGA 2021-1 and 35,368 AGA 2023 following an employee departure;

The definitive vesting of 296,166 AGA 2021-1, 65,215 AGA 2021 – bis, and 712,632 AGA 2023-2.

On December 31, 2024, a total of 525,000 AGA bonus shares were outstanding.

Share-based compensation expense with respect to bonus shares award plans totaled €3,293 thousand for the year ended December 31, 2024, compared to €3,020 thousand for the year ended December 31, 2023 (see Note 20.1. – Personnel costs and headcount).


				Fair value										Outstanding
				at grant		Outstanding								at
				date		at Jan 1,						Forfeited /		December 31,
Type		Grant Date		(in euros)		2023		Granted		Vested		Lapsed		2023
AGA - Plan 2021 - 1		04/16/2021		11.30		340,800		—		—		(43,201)		297,599
AGA - Plan 2021 - bis		12/08/2021		12.20		76,800		—		—		(11,585)		65,215
AGA 2022		12/08/2022		4.18		373,000		—		(363,000)		(10,000)		—
AGA 2023-1		05/25/2023		2.60		—		300,000		—		—		300,000
AGA 2023-2		12/15/2023		3.90		—		760,000		—		(12,000)		748,000
TOTAL free shares						790,600		1,060,000		(363,000)		(76,786)		1,410,814

During 2023, the change in AGA bonus shares over the period were broken down as follows:

New bonus share award plan AGA 2023-1 granted 300,000 shares.

New bonus share award plan AGA 2023-2 granted 760,000 shares.

The decrease in AGA bonus shares over 2023 was due to:

13,719 AGA 2021-1 and 3,035 AGA 2021-bis plans which were forfeited following the (partial) non-satisfaction of a non-market performance condition.

20,550 AGA 2021-1 and 4,550 AGA 2021-bis which were forfeited following the (partial) non-satisfaction of a market performance condition.

Cancellation of 8,932 AGA 2021-1, 4,000 AGA 2021-bis, 10,000 AGA 2022 and 12,000 AGA 2023-2 following an employee departure.

The definitive vesting of 363,000 AGA 2022.

On December 31, 2023, a total of 1,410,814 AGA bonus shares were outstanding.

12.5Performance units plans

At its meeting of March 25, 2024, the Board of Directors decided to cancel the 300,000 performance units and replace them with a grant of 300,000 performance shares (AGA 2023-1). Therefore, as of December 31, 2024, all performance units PAGUP 2023 were forfeited. (see Note 12.4. – Bonus share award plan).

Reference

Outstanding

Number of

price

at Jan 1,

Convert

at December 31,

exercisable

Type

 

Grant Date

 

(in euros)

 

2024

 

Issued

 

Exercised

 

AGA

 

2024

 

shares

PAGUP 2023

05/25/2023

2.60

300,000

—

(300,000)

—

TOTAL PAGUP

300,000

—

(300,000)

—

Reference

Outstanding

Number of

price

at Jan 1,

Forfeited

at December 31,

exercisable

Type

 

Grant Date

 

(in euros)

 

2023

 

Issued

 

Exercised

 

/ Lapsed

 

2023

 

shares

PAGUP 2023

05/25/2023

2.60

—

300,000

—

300,000

—

TOTAL PAGUP

—

300,000

—

300,000

—

The main characteristics of the PAGUP 2023 were:

●

Decision of issuance by the Board of Directors and grant date: May 25, 2023

●

Beneficiary: Frédéric Cren, as then CEO of the Company and co-founder,

●

Vesting and holding period (year): 4

●

Service condition: Yes

●

Market Performance condition: No

●

Number of performance unit granted: 300,000

●

Number of shares per performance unit: 1

●

Valuation method used: PAGUPs 2023 are valued on the basis of the share price less future dividends, discounted at the risk-free rate,

●

Fair value per PAGUP 2023 at grant date: €2.60

The purpose of this plan was to provide Frédéric Cren, then CEO of the Company, with a long-term incentive scheme under economically comparable conditions to those granted to Pierre Broqua, then Deputy CEO of the Company, under the AGA 2023-1 plan. As of May 25, 2023, Frédéric Cren was not eligible for a free allotment of Company shares under Article L. 225-197-1 II of the French Commercial Code, as he was holding more than 10% of the Company’s share capital. However, if during the one-year period starting May 25, 2023, Frédéric Cren become eligible for a free allotment of shares on this basis, the Board of Directors would undertake to allot to Frédéric Cren, in exchange for the performance units, an equivalent number of bonus shares governed by the AGA 2023-1 plan. Following the amendment to Article L, 225-197 II of the French Commercial Code, Frédéric Cren became eligible for AGAs, as only shares held directly by an employee or corporate officer for less than seven years were now included in the 10% threshold. On March 25, 2024, the Board of Directors therefore decided to cancel the 300,000 PAGUP 2023 and to replace them with a grant of 300,000 performance shares under the AGA 2023-1 plan.

Share-based compensation expense with respect to PAGUP 2023 totaled €50 thousand for December 31, 2024 compared to €122 thousand for December 31, 2023. They are recognized in personnel costs (see Note 20.1. – Personnel costs and headcount).

12.6Stock Options plans (SO)

On December 20, 2024, the Board of Directors decided to grant 12,898,116 stock options to Mark Pruzanski, Chairman of the Board of Directors of the Company, through the new plan “SO 2024-1”.

On December 20, 2024, the Board of Directors decided to grant 301,000 stock options to non-French employees through the new plan “SO 2024-2”.

On October 10, 2025, the Board of Directors decided to grant 1,865,750 stock options to French employees through the new plan “SO 2025-1”.

On December 2, 2025, the Board of Directors decided to grant 6,000,000 stock options to Andrew Obenshain, Chief Executive Officer of the Company, through the new plan “SO 2025-2”.

On December 15, 2025, the Board of Directors decided to grant 1,145,500 stock options to employees through the new plan “SO 2025-3”. For this plan SO 2025-3, the final terms and conditions of the plans have been shared with the beneficiaries in January 2026. In accordance with IFRS Accounting Standards, the related share-payment expenses will be accounted for in the financial statements for the year ending December 31, 2026.


		SO 2024-1		SO 2024-2		SO 2025-1		SO 2025-2		SO 2025-3
Decision of issuance by the Board of Directors		12/20/2024		12/20/2024		10/10/2025		12/02/2025		12/15/2025
Grant date		01/23/2025		01/23/2025		10/10/2025		12/04/2025		01/26/2026
Beneficiary		Mark Pruzanski		Employees		Employees		Andrew Obenshain		Employees
Vesting period (year)		3		3		3		3		3
Holding period (year)		1		1		1		1		1
Service condition		Yes		Yes		Yes		Yes		Yes
Performance condition		Yes		No		No		No		No
Number of SO granted		12,898,116		301,000		1,865,750		6,000,000		1,145,500
Number of shares per SO		1		1		1		1		1
Valuation method used		Black & Scholes		Black & Scholes		Black & Scholes		Black & Scholes		Black & Scholes
Fair value per SO at grant date		1.1		1.1		1.77		1.78		N.D
Expected volatility		58.2	%	58.2	%	54.6	%	56.2	%	N/A
Average life (years)		3		3		3		3		N/A
Risk-free rate		2.6	%	2.6	%	2.6	%	2.6	%	N/A
Expected dividends		—		—		—		—		—
Stock price reference		€ 2.19		€ 2.19		€ 3.99		€ 3.53		N/A
Non-transferable discount		N/A		N/A		N/A		N/A		N/A

As of December 31, 2025, five stock options plans were outstanding: SO 2024-1, SO 2024-2, SO 2025-1, SO 2025-2, and SO 2025-3.


		Decision of
		issuance				Fair value		Outstanding
		by the Board of				at grant		at Jan 1,						Forfeited		Outstanding at
Type		Directors		Grant Date		date (in euros)		2025		Issued		Exercised		/ Lapsed		December 31, 2025
SO 2024-1		12/20/2024		01/23/2025		1.10		—		12,898,116		—		—		12,898,116
SO 2024-2		12/20/2024		01/23/2025		1.10		—		301,000		—		(88,000)		213,000
SO 2025-1		10/10/2025		10/10/2025		1.77		—		1,865,750		—		—		1,865,750
SO 2025-2		12/02/2025		12/04/2025		1.78		—		6,000,000		—		—		6,000,000
SO 2025-3		12/15/2025		01/26/2026		N.D.		—		1,145,500		—		—		1,145,500
TOTAL Stock options								—		22,210,366		—		(88,000)		22,122,366

On December 31, 2025, a total of 22,122,366 stock options were outstanding.

The stock option unit value is estimated at €1.10 for SO-2024-1 and SO-2024-2, €1.77 for SO-2025-1, €1.78 for SO-2025-2. The implied stock options fair values are estimated at €14.2 million for SO-2024-1, €0.2 million for SO-2024-2, €3.3 million for SO-2025-1, €10.7 million for SO-2025-2.

For the year 2025, share-based compensation expense with respect to stock options totaled €9.5 million.