XML 52 R21.htm IDEA: XBRL DOCUMENT v3.26.1
Share-based payments
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangements [Abstract]  
Share-based payments Share-based payments
The Group has granted BCEs, BSAs and free shares (attributions gratuites d’actions, or “AGAs”). These plans qualify as “equity
settled” under IFRS 2. The Group does not have any obligation to purchase these instruments in the event of departure or if a specific
event does not occur.
Valuation methods of BCEs, BSAs and AGAs
The fair value of share-based awards was determined at grant date using the Black Scholes model for the BCEs and BSAs and the
Monte-Carlo simulation for AGAs plans with market performance conditions.
The assumptions used to estimate the fair value of the instruments are presented below and include:
•Expected maturity of the options;
•Expected volatility based on the historical market share price available;
•Expected dividends based on management best estimate;
•Risk-free interest rate based on French OAT rates measured at grant dates;
•Share price, including offered in case of change of control (only for the market conditions applicable to the free-share plan
AGA 2023-1), is based on Monte-Carlo simulations and taking into account a change of control premium based on the
management best estimate.
BCEs
The following tables summarize the data relating to BCEs as well as the assumptions used for the measurement thereof in accordance
with IFRS 2 – Share-based Payment:
GRANT D
ATE
TYPE
NUMBER
OF BCEs
ISSUED
NUMBER
OF BCE
OUTSTAND
ING AS OF
JANUARY
1, 2025
NUMBER
OF ISSUED
BCEs
NUMBER
OF LAPSED
BCEs
NUMBER
OF
EXERCISE
D BCEs
NUMBER
OF BCEs
OUTSTAND
ING
NUMBER
OF BCEs
EXERCISA
BLE
MAXIMUM
NUMBER
OF SHARES
TO BE
ISSUED IF
ALL
CONDITIO
NS ARE
MET
YEAR ENDED DECEMBER 31, 2025
AS OF
DECEMBER 31, 2025
2016-11-07
BCE-2016-1
84,000
18,796
—
—
(18,796)
—
—
—
2017-01-23
BCE-2017-1
67,374
67,000
—
—
(33,313)
33,687
33,687
33,687
2017-11-20
BCE-2017-2
150,000
112,500
—
—
—
112,500
112,500
112,500
2017-11-20
BCE-2017-4
67,374
67,373
—
—
(33,686)
33,687
—
33,687
2017-11-20
BCE-2017-5
67,374
33,687
—
—
(16,843)
16,844
—
16,844
2018-03-15
BCE-2018-1
22,000
11,980
—
—
(9,440)
2,540
2,540
2,540
2018-05-14
BCE-2018-4
16,843
16,843
—
—
(8,422)
8,421
8,421
8,421
2018-05-14
BCE-2018-5
22,000
2,000
—
—
(2,000)
—
—
—
Total BCEs
496,965
330,179
—
—
(122,500)
207,679
157,148
207,679
The BCEs include a service condition under which the beneficiary must still be an employee, a corporate officer or a scientific
consultant of the Group at the time of vesting.
The exercise rights for most of the BCEs are vested annually and have the following vesting terms:
•25% of the award vests on the first anniversary of the date of grant for all currently issued BCEs; and
•For the remaining 75% of the award, the BCEs vest 1/48th per month over four years from the anniversary date of the grant.
Most of the BCEs plans include or partially include non-market performance conditions (obtaining financing of €100 million, positive
results on clinic studies, signature of informed consent in a clinical phase, signing a license agreement, FDA authorization). The level
of achievement of the non-market performance conditions are taken into account in determining the number of BCEs allocated
initially and reassessed at each closing date.
In the event of a change of control or a M&A transaction, all the BCEs will become immediately exercisable. A change of control is
defined as a new investor/company holding directly or indirectly more than 50% of the share capital or voting rights. As such the
probable vesting date of each plan corresponds to the weighted average of probable change of control dates.
BSAs
The following tables summarize the data relating to BSAs as well as the assumptions used for the measurement thereof in
accordance with IFRS 2—Share-based Payment:
GRANT DA
TE
TYPE
Total
NUMBER
OF BSAs
ISSUED
NUMBER
OF BSAs
OUTSTAND
ING AS OF
JANUARY
1, 2025
NUMBER
OF ISSUED
BSAs
NUMBER
OF LAPSED
BSAs
NUMBER
OF
EXERCISE
D  BSAs
NUMBER
OF BSAs
OUTSTAND
ING
NUMBER
OF BSAs
EXERCISA
BLE
MAXIMUM
NUMBER
OF SHARES
TO BE
ISSUED IF
ALL
CONDITIO
NS ARE
MET
YEAR ENDED DECEMBER 31, 2025
AS OF
DECEMBER 31, 2025
2015-12-04
BSA-2015-11
96,924
96,924
—
—
(96,924)
—
—
—
2015-12-04
BSA-2015-12
82,000
16,400
—
—
(16,400)
—
—
—
2017-09-18
BSA-2017-1
16,400
16,400
—
—
(16,400)
—
—
—
2018-01-22
BSA-2018-1
49,200
16,400
—
—
—
16,400
16,400
16,400
2024-04-04
BSA-2024-1
58,365
58,365
—
—
(4,863)
53,502
9,726
53,502
2024-04-04
BSA-2024-2
19,455
19,455
—
—
—
19,455
4,863
19,455
2025-01-13
BSA-2025-1
100,000
—
100,000
—
—
100,000
—
100,000
2025-01-13
BSA-2025-2
25,000
—
25,000
—
—
25,000
—
25,000
2025-04-22
BSA-2025-3
39,370
—
39,370
—
—
39,370
0
—
3
9
,
3
7
0
39,370
Total BSAs
486,714
223,944
164,370
—
—
(134,587)
253,727
0
30,989
0
253,727
BSAs issued prior to January 1, 2024
These BSAs include a service condition under which the beneficiary must still be an employee, a corporate officer or a scientific
consultant of the Group at the time of vesting.
The exercise rights for most of these BSAs are vested annually and have the following vesting terms:
•25% of the award vests on the first anniversary of the date of grant for all currently issued BSAs; and
•For the remaining 75% of the award, the BSAs vest 1/48th per month over four years from the anniversary date of the grant.
All of these BSAs plans include or partially include non-market performance conditions (positive results on clinic studies, signature of
informed consent in a clinical phase, signing a license agreement, FDA authorization). The level of achievement of the non-market
performance conditions are taken into account in determining the number of BSAs allocated initially and reassessed at each closing
date.
In the event of a change of control or a M&A transaction, all these BSAs will become immediately exercisable. A change of control is
defined as a new investor/company holding directly or indirectly more than 50% of the share capital or voting rights. As such the
probable vesting date of each plan corresponds to the weighted average of probable change of control dates.
BSAs granted in March 2024
In March 2024, the Group granted its independent Board members the right to subscribe up to 77,820 share warrants (BSA) in the
aggregate, the vesting of which is subject to a service condition of four years, by tranches of 25% each, vested on each anniversary
date. Additionally, the BSAs are subject to a vesting acceleration condition in case of a tender offer on the securities issued by the
Group and resulting in a change of control of the Group. All of the granted BSAs were subscribed by the beneficiaries in April 2024.
BSAs granted in January and April 2025
In January 2025, the Group granted its independent Board members, as well as one of its Board Observers and Advisor, the right to
subscribe up to 125,000 BSAs in the aggregate, the vesting of which is subject to a service condition of four years, by tranches of 25%
each, vested on January 1 of each year. All of the granted BSAs were subscribed by the beneficiaries in February 2025.
In April 2025, the Group granted to one of its Board members the right to subscribe up to 39,370 BSAs, the vesting of which is subject
to a service condition of four years, by tranches of 25% each, vested on May 1 of each year. The BSAs were subscribed in May 2025.
Additionally, the BSAs are subject to a vesting acceleration condition in case of a tender offer on the securities issued by the Group
and resulting in a change of control of the Group.
The fair value of the BSAs was determined at grant date using the Black Scholes model, with the following assumptions:
TYPE
FAIR VALUE
OF THE
UNDERLYING
SHARE
FAIR VALUE
OF THE BSA
NUMBER OF
BSAs
SUBSCRIPTI
ON PRICE
STRIKE
PRICE PER
SHARE
RISK FREE
RATE
EXPECTED
MATURITY
VOLATILITY
BSA 2024-1
€14.06
[€5.7-€6.5]
58,365
€2.57
€13.10
4.30%
[5.4-6.9 years]
60.41%
BSA 2024-2
€14.06
[€5.8-€6.6]
19,455
€2.57
€13.10
4.30%
[5.5-7.0 years]
60.41%
BSA-2025-1
€6.13
[€3.5-€3.9]
100,000
€2.00
€6.63
4.65%
[5.5-7.0 years]
60.88%
BSA-2025-2
€6.13
[€3.5-€3.9]
25,000
€2.00
€6.63
4.65%
[5.5-7.0 years]
60.88%
BSA-2025-3
€6.48
[€3.7-€4.1]
39,370
€1.27
€6.41
3.92%
[5.5- 7.0years]
60.69%
AGAs
The following tables summarize the data relating to AGAs as well as the assumptions used for the measurement thereof in
accordance with IFRS 2—Share-based Payment:
GRANT DATE
TYPE
Total NUMBER
OF AGAs
ISSUED
NUMBER OF
AGAs
OUTSTANDING
AS OF
JANUARY 1,
2025
NUMBER OF
ISSUED AGAs
NUMBER OF
LAPSED AGAs
NUMBER OF
VESTED AGAs
NUMBER OF
AGAs
OUTSTANDING
YEAR ENDED DECEMBER 31, 2025
AS OF
DECEMBER 31,
2025
07/11/23
AGA-2023-1
1,382,796
780,040
—
—
(230,464)
549,576
07/11/23
AGA-2023-2
100,000
75,000
—
(75,000)
—
—
09/28/23
AGA-2023-3
731,500
485,875
—
(34,750)
(251,125)
200,000
09/28/23
AGA-2023-4
254,250
213,250
—
(15,000)
(108,500)
89,750
12/01/23
AGA-2023-5
132,750
81,250
—
(26,000)
(27,625)
27,625
02/01/24
AGA-2024-1
1,549,125
1,355,625
—
(134,125)
—
1,221,500
03/28/24
AGA-2024-2
22,500
22,500
—
—
—
22,500
05/23/24
AGA-2024-3
38,500
38,500
—
(13,000)
—
25,500
07/11/24
AGA-2024-4
93,000
93,000
—
—
—
93,000
07/11/24
AGA-2024-5
25,000
25,000
—
—
—
25,000
07/11/24
AGA-2024-6
20,000
20,000
—
—
(10,000)
10,000
09/05/24
AGA-2024-7
198,000
198,000
—
—
—
198,000
02/06/25
AGA-2025-1
4,319,500
—
4,319,500
(217,500)
—
4,102,000
02/06/25
AGA-2025-2
123,102
—
123,102
—
—
123,102
02/06/25
AGA-2025-3
17,625
—
17,625
—
—
17,625
02/06/25
AGA-2025-4
30,500
—
30,500
—
—
30,500
03/20/25
AGA-2025-5
50,000
—
50,000
(50,000)
—
—
05/30/25
AGA-2025-6
25,000
—
25,000
—
—
25,000
08/01/25
AGA-2025-7
1,711,000
—
1,711,000
(80,000)
—
1,631,000
11/13/25
AGA-2025-8
4,000
—
4,000
—
—
4,000
Total AGAs
—
10,828,148
3,388,040
6,280,727
(645,375)
(627,714)
8,395,678
TYPE
FAIR VALUE OF
THE
UNDERLYING
SHARE
FAIR VALUE OF
THE AGA
AGA PRICE
MATURITY
VOLATILITY
RISK FREE RATE
AGA 2023-1
(Tranches 1-4)
€15.98
€15.98
€0.00
N/A
N/A
N/A
AGA 2023-1
(Tranche 5)
€15.98
€3.62
€0.00
2024-12-31
67.2%
3.20%
AGA 2023-1
(Tranche 6)
€15.98
€0.74
€0.00
2024-07-11
67.2%
3.20%
AGA 2023-2
(Tranche 1)
€15.98
€15.98
€0.00
N/A
N/A
N/A
AGA 2023-2
(Tranche 2)
€15.98
€9.59
€0.00
N/A
N/A
N/A
AGA 2023-3
€14.92
€14.92
€0.00
N/A
N/A
N/A
AGA 2023-4
€14.92
€14.92
€0.00
N/A
N/A
N/A
AGA 2023-5
€9.16
€9.16
€0.00
N/A
N/A
N/A
AGA 2024-1
€12.26
€12.26
€0.00
N/A
N/A
N/A
AGA 2024-2
€13.40
€13.40
€0.00
N/A
N/A
N/A
AGA-2024-3
€12.76
€12.76
€0.00
N/A
N/A
N/A
AGA-2024-4
€12.54
€12.54
€0.00
N/A
N/A
N/A
AGA-2024-5
€12.54
€12.54
€0.00
N/A
N/A
N/A
AGA-2024-6
€12.54
€12.54
€0.00
N/A
N/A
N/A
AGA-2024-7
€10.80
€10.80
€0.00
N/A
N/A
N/A
AGA-2025-1
€5.82
€5.82
€0.00
N/A
N/A
N/A
AGA-2025-2
€5.82
€5.82
€0.00
N/A
N/A
N/A
AGA-2025-3
€5.82
€5.82
€0.00
N/A
N/A
N/A
AGA-2025-4
€5.82
€5.82
€0.00
N/A
N/A
N/A
AGA-2025-5
€6.17
€6.17
€0.00
N/A
N/A
N/A
AGA-2025-6
€5.17
€5.17
€0.00
N/A
N/A
N/A
AGA-2025-7
€61.20
€61.20
€0.00
N/A
N/A
N/A
AGA-2025-8
€89.40
€89.40
€0.00
N/A
N/A
N/A
AGAs granted in July 2023
(a) Pursuant to a Board decision on July 11, 2023, the Group allocated a total number of 1,382,796 AGAs to Mr. Marc de Garidel, as
the Group’s Chief Executive Officer, to which performance conditions and service conditions apply (AGA plan 2023-1):
•For 212,738 AGAs 2023-1 (tranche 1): the acquisition period shall end on the first anniversary of the allocation date;
•For 638,214 AGAs 2023-1 (tranche 2): the AGAs 2023-1 shall progressively be definitively acquired on a monthly basis over
a period of three years starting after the first anniversary of the allocation date;
•For 212,738 AGAs 2023-1 (tranche 3): the acquisition period shall end on the latest date between (i) the first anniversary of
the allocation date, and (ii) the date on which a specific performance condition related to regulatory approval is fulfilled;
•For 106,369 AGAs 2023-1 (tranche 4): the acquisition period shall end on the latest date between (i) the first anniversary of
the allocation date, and (ii) the date on which the Group successfully completes a public offering raising at least $100 million
in gross proceeds (the condition was met on October 24, 2023);
•For 106,369 AGAs 2023-1 (tranche 5): the acquisition period shall end on the latest date between (i) the first anniversary of
the allocation date, and (ii) the date on which a specific performance condition related to the Group’s market capitalization is
fulfilled;
•For 106,368 AGAs 2023-1 (tranche 6): the acquisition period shall end on the first anniversary of the allocation date subject
to the completion, prior to such date, of a tender offer on the securities issued by the Group, at a predetermined minimum
price, and resulting in a change of control of the Group;
•Additionally, AGAs related to tranches 1 to 5 are subject to a vesting acceleration condition in case of a tender offer on the
securities issued by the Group and resulting in a change of control of the Group.
The Group qualified those conditions under IFRS 2 principles as follows:
•Conditions related to tranches 1 and 2 qualify as service conditions under IFRS 2 principles.
•Conditions related to tranches 3 and 4 qualify as service and non-market performance conditions. Their levels of achievement
are reflected in the number of instruments that are expected to vest and were estimated by management based on observable
industry-specific data.
•Conditions related to tranches 5 and 6 qualify as service and market performance conditions. The levels of achievement of
market conditions are reflected in the unit fair value of the free shares and were estimated by management using the valuation
methods and assumptions set out above. The valuation of tranche 6 also incorporates management’s estimate of the
probability of a M&A transaction prior to the limit date.
•The vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting in a change of
control of the Group qualifies as a non-market performance condition.
(b) Pursuant to a Board decision on July 11, 2023, the Group allocated a total number of 100,000 AGAs to Mr. Hartmut Ehrlich, as the
Group’s former Chief Executive Officer, to which the following conditions apply (AGA plan 2023-2):
•For 25,000 AGAs 2023-2 (tranche 1): the acquisition period shall end on the first anniversary of the allocation date, and is
not subject to a future service condition;
•For 75,000 AGAs 2023-2 (tranche 2): the acquisition period shall end on the latest date between (i) the first anniversary of
the allocation date, and (ii) the date on which a specific condition, related to positive results on clinical studies, is fulfilled.
The acquisition is not subject to a future service condition. Additionally, the tranche is subject to a vesting acceleration
condition in case of a tender offer on the securities issued by the Group and resulting in a change of control of the Group. 
This tranche qualifies as a non-vesting condition. Its level of achievement is reflected in the unit fair value of the free shares,
and was estimated by management based on observable industry-specific data.
AGAs granted in September and December 2023
On September 28, 2023 and December 1, 2023, certain of the Group’s officers and employees were allocated respectively 985,750
AGAs (AGA plans 2023-3 and 2023-4) and 132,750 AGAs (AGA plan 2023-5) in the aggregate, the vesting of which is subject to
certain conditions:
•Subject to remaining employed with the Group, each such officer or employee’s AGAs will be vested as follows: (i) 50% at
the end of a two-year period from the allocation date, (ii) 25% at the end of a three-year period from the allocation date and
(iii) 25% at the end of a four-year period from the allocation date (service condition).
•Of the 1,118,500 AGAs, 254,250 AGAs are subject to an additional non-market performance condition of the successful
completion of a public offering raising at least $200 million in gross proceeds. This condition was met on October 24, 2023.
Additionally, all the 2023-3, 2023-4 and 2023-5 AGAs are subject to a vesting acceleration condition in case of a tender offer on the
securities issued by the Group and resulting in a change of control of the Group.
AGAs granted in February, March, May, July and September 2024
On February 1, 2024, March 28, 2024, May 23, 2024, July 11, 2024 and September 5, 2024 certain of the Group’s officers and
employees were allocated respectively 1,549,125 AGAs (AGA plans 2024-1), 22,500 AGAs (AGA plan 2024-2), 38,500 AGAs (AGA
plans 2024-3), 138,000 AGAs (AGA plans 2024-4, 5 and 6) and 198,000 AGAs (AGA plans 2024-7), in the aggregate, the vesting of
which is subject to certain conditions:
•Subject to remaining employed with the Group, each such officer or employee’s AGAs (with the exception of AGAs 2024-6)
will be vested as follows: (i) 50% at the end of a two years period from the allocation date, (ii) 25% at the end of a three-year
period from the allocation date and (iii) 25% at the end of a four years period from the allocation date (service condition).
•The 20,000 AGAs 2024-6 granted to an employee are composed of (i) a first tranche of 10,000 AGAs not subject to any
presence of performance condition and (ii) a second tranche of 10,000 AGAs subject to a non-vesting condition, the
achievement of which was deemed certain on grant date.
•Additionally, all the 2024-1 to 2024-7 AGA plans are subject to a vesting acceleration condition in case of a tender offer on
the securities issued by the Group and resulting in a change of control of the Group.
AGAs granted in February, March, May, August and November 2025
From February to November 2025, certain of the Group’s officers and employees were allocated 4,319,500 AGAs (AGA plan
2025-1), 123,102 AGAs (AGA plan 2025-2), 17,625 AGAs (AGA plans 2025-3), 30,500 AGAs (AGA plan 2025-4), 25,000 AGAs
(AGA plan 2025-6), 1,711,000 AGAs (AGA plan 2025-7) and 4,000 AGAs (AGA plan 2025-8) in the aggregate, the vesting of which
is subject to certain conditions:
•Subject to remaining employed with the Group, each such officer or employee’s AGAs will be vested as follows: (i) 50% at
the end of a two-year period from the allocation date, (ii) 25% at the end of a three-year period from the allocation date and
(iii) 25% at the end of a four-year period from the allocation date (service condition).
•By exception to the above, the vesting of almost half of the 4,319,500 2025-1 AGAs is subject to the occurrence of a tender
offer on the securities issued by the Group and resulting in a change of control of the Group before a certain date, and the
123,102 2025-2 AGAs will vest entirely at the end of a two-year period from the allocation date, subject to future service
condition.
•Additionally, all the AGA plans granted in 2025 are subject to a vesting acceleration condition in case of a tender offer on the
securities issued by the Group and resulting in a change of control of the Group.
In March 2025, a Group employee was allocated 50,000 AGAs (AGA plan 2025-5), the vesting of which is subject to the achievement
of certain milestones related to clinical studies and market authorization of ABX464 in UC and CD as well as future service. These
AGAs are also subject to a vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting
in a change of control of the Group. Following the departure of the beneficiary during the period, the expense related to this plan has
been reversed.
Social taxes related to AGAs
AGA plans granted to the Group's officers and employees are subject to employer's taxes, measured in accordance with the same
principles as the AGA plans. These taxes are paid upon the vesting date of the awards and their amount is based on the fair value of
the underlying share at that date. They are therefore remeasured at every reporting date, using the listed share price at that date. They
are classified as provisions before they are due.
Breakdown of the compensation expenses accounted for the period ended December 31, 2023, 2024 and 2025
TYPE
(in thousands of euros)
YEAR ENDED
DECEMBER 31,
2023
YEAR ENDED
DECEMBER 31,
2024
YEAR ENDED
DECEMBER 31,
2025
BCEs
(112)
(112)
0
—
BSAs
—
(211)
0
(289)
AGAs
(8,067)
(19,900)
0
(35,108)
Social taxes related to AGAs
(426)
(717)
0
(48,990)
Total
(8,605)
(20,941)
0
(84,387)
The significant amount of social taxes related to AGAs (and related provisions) for the year ended December 31, 2025 is
predominantly attributable to the increase in the price of the underlying shares over the period.
Provisions for social taxes related to AGAs are classified within the Current Provisions and Non-current Provisions line items in the
balance sheet, which amount to respectively €16,467 thousand and €28,718 thousand as of December 31, 2025.