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Share-Based Compensation | 6 Months Ended
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Jun. 30, 2026
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Note 9. Share-Based Compensation The Company has four Share-based payment plans in place as at June 30, 2026: • the Company’s Long-Term Incentive Plan (the “LTIP Plan”); • the Company’s Supplementary Long-Term Incentive Plan (the “Supplementary Plan”); • the Company’s Rollover Option Plan (the “Rollover Plan”); and • the Company’s Inducement Plan (the “Inducement Plan,” together with the LTIP Plan, the Supplementary Plan and the Rollover Plan, the “Plans”) The Plans The Plans are equity-settled, and the Company may grant various forms of equity awards, including the granting of options to purchase Ordinary Shares (“Company Options”) and restricted stock units (“RSUs”), pursuant to the Plans. In total, as of June 30, 2026, a maximum of 34,155,321 Ordinary Shares may be reserved for issuance pursuant to the Plans. The number of Ordinary Shares reserved for grant under the LTIP Plan will increase annually on January 1 of each calendar year by 5% of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Company’s Board of Directors. The contractual term for options granted under the Plans is 10 years from grant date. In general, each Company Option has a four-year vesting period with 25% of the shares underlying the option vesting after one year and the remaining 75% of the shares underlying the option vesting in equal monthly installments thereafter over the following three years. In general, each RSU, other than the Earnout RSUs, has a three-year vesting period with one-third of the underlying shares vesting on each one-year anniversary of the vesting start date. Modification of Company Option and RSUs: During the six months ended June 30, 2026, a total of 655,171 Company Options and 9,000 RSUs granted to an employee were modified. For the 9,000 RSUs, the vesting period was shortened. For 226,930 of the modified Company Options, the vesting period was shortened and the exercise period extended. For the remaining modified 428,241 Company Options, only the exercise period was extended. At the modification date, 124,033 of the modified Company Options and the 9,000 modified RSUs were not probable of vesting under the original terms, and the total fair value of the modified awards of $2.3 million was recognized as an expense. Any expense previously recognized for such Company Options and RSUs was reversed on the modification date, and the full fair value of the modified Company Options and RSUs was recognized immediately. For the remaining 531,138 modified Company Options, which were probable of vesting under both the original and modified terms, and the incremental fair value of $0.1 million was recognized on the modification date. The changes for the six months ended June 30, 2026 in the number of Company Options outstanding and their related weighted average exercise prices are as follows:
|  | Number of options |  |  | Weighted average exercise price |  |  | Weighted average remaining contractual term (in years) |  |  | Aggregate intrinsic value (in thousands of USD) |
Outstanding as at December 31, 2025 |  |  | 20,625,368 |  |  | $ | 13.62 |  |  |  |  |  |  |
Granted |  |  | 2,339,540 |  |  | $ | 34.91 |  |  |  |  |  |  |
Exercised |  |  | (2,943,216 | ) |  | $ | 7.78 |  |  |  |  |  |  |
Forfeited |  |  | (149,779 | ) |  | $ | 23.11 |  |  |  |  |  |  |
Outstanding as at June 30, 2026 |  |  | 19,871,913 |  |  | $ | 16.91 |  |  |  | 7.6 |  |  |  | 340,768 |
Options exercisable as at June 30, 2026 |  |  | 10,655,873 |  |  | $ | 12.39 |  |  |  | 6.9 |  |  |  | 229,125 |
The weighted average grant date fair value of Company Options, estimated as of the grant date using the Black-Scholes option pricing model, was $20.43, and $12.68 per option for options granted during the six months ended June 30, 2026 and 2025, respectively. The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of Company Options exercised during the six months ended June 30, 2026 and 2025 was $76.9 million and $20.1 million, respectively. Weighted average assumptions used to apply this pricing model were as follows:
|  |  |  | Six months ended June 30, |
|  |  |  | 2026 |  |  | 2025 |
Expected life (years) |  |  |  |  | 6.1 |  |  |  | 6.1 |
Risk-free rate |  |  |  |  | 3.8 | % |  |  | 4.4 | %
Volatility |  |  |  |  | 52.2 | % |  |  | 47.5 | %
Dividend yield |  |  |  |  | 0.0 | % |  |  | 0.0 | %
Expected Term The expected term represents the period that the Company Options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). The Company utilizes this method due to lack of historical exercise data and the plain-vanilla nature of the Company Options. Expected Volatility Since the Company was privately held through November 2022, it alone does not have sufficient relevant company-specific historical data to support its expected volatility alone. In prior periods, due to the insufficiency of historical volatility data on the Company’s own securities, the expected volatility input was determined using comparable companies alone. Beginning on January 1, 2024, the expected volatility input was determined using a weighted average calculation considering the volatility of the Company’s own securities and the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. Initially, the volatility of the Company’s Ordinary Shares is assigned a weighting of 10%. This weighting will be increased by 5% per calendar quarter (i.e. 55% in the second quarter of 2026), until the expected volatility input is based entirely on the historical volatility of the Company’s Ordinary Shares. For purposes of identifying comparable companies, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the Company Options. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the Company Options. Risk-Free Interest Rate The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the time of grant, with a term that approximates the expected term of the Company Options. Expected Dividend Yield The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends on its Ordinary Shares. Restricted Stock Units The changes for the six months ended June 30, 2026 in the number of RSUs outstanding are as follows:
|  | Number of RSUs |  |  | Weighted average Fair Value Per Share |
Outstanding as at December 31, 2025 |  |  | 728,283 |  |  | $ | 25.28 |
Granted |  |  | 514,990 |  |  | $ | 34.89 |
Vested |  |  | (239,784 | ) |  | $ | 25.13 |
Forfeited/Cancelled |  |  | (10,073 | ) |  | $ | 31.41 |
Outstanding as at June 30, 2026 |  |  | 993,416 |  |  | $ | 30.23 |
The following summarizes the share-based compensation expense recognized by type of award and line-item:
|  |  |  | Three months ended June 30, |  |  | Six months ended June 30, |
(in thousands of USD) |  |  |  | 2026 |  |  | 2025 |  |  | 2026 |  |  | 2025 |
Share-based compensation expense by type of award |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share options |  |  |  |  | 14,365 |  |  |  | 12,518 |  |  |  | 28,375 |  |  |  | 25,090 |
Restricted stock units |  |  |  |  | 4,016 |  |  |  | 2,661 |  |  |  | 8,008 |  |  |  | 5,302 |
Total share-based compensation expense |  |  |  |  | 18,381 |  |  |  | 15,179 |  |  |  | 36,383 |  |  |  | 30,392 |
Share-based compensation expense by line-item |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development expenses |  |  |  |  | 5,903 |  |  |  | 5,108 |  |  |  | 12,751 |  |  |  | 10,331 |
Selling, general and administrative expenses |  |  |  |  | 12,478 |  |  |  | 10,071 |  |  |  | 23,632 |  |  |  | 20,061 |
Total share-based compensation expense |  |  |  |  | 18,381 |  |  |  | 15,179 |  |  |  | 36,383 |  |  |  | 30,392 |
As of June 30, 2026, there was $53.0 million and $17.4 million of unrecognized compensation cost related to Company Options and RSUs, respectively, that have not yet vested. These costs are expected to be recognized over a weighted average period until fully vested of 3.0 years and 2.2 years for the Company Options and RSUs, respectively. Employee Stock Purchase Plan During the six months ended June 30, 2026, the Company adopted and its shareholders approved the New Amsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan (the “ESPP”), which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code. The aggregate number of Ordinary Shares authorized for issuance under the ESPP is 1,150,000. Under the ESPP, eligible employees of the Company who elect to participate are granted an option to purchase Ordinary Shares at 85% of the lower of the fair market value of the Ordinary Shares on either the first day of the offering period or on the applicable purchase date. The ESPP permits participating employees to make contributions, in the form of payroll deductions, to purchase Ordinary Shares in an amount between 1%-15% of eligible compensation, subject to limits specified in the plan document and the Internal Revenue Code. The Company estimates the fair value using the Black-Scholes model as of the commencement date of the offering period and recognizes share-based compensation on a straight-line basis over the offering period. The initial six-month offering period under the ESPP commenced on July 1, 2026.

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