DBV Technologies S.A.DBVT
DBV Technologies S.A. Stock Compensation Disclosure
Share-Based Payments
The Board of Directors has been authorized by the General Meeting of the Shareholders to grant RUSs, SOs, and BSAs for the last three years, as follows:
| Share-based payments instrument | General meeting of shareholders | Board of directors meeting | Grant date | Number granted | ||||||||||
| AGA | 12/4/2023 | 1/9/2023 | 1/9/2023 | 35,800 | ||||||||||
| SO | 12/4/2023 | 1/9/2023 | 1/9/2023 | 59,200 | ||||||||||
| AGA | 12/4/2023 | 11/20/2023 | 11/20/2023 | 912,650 | ||||||||||
| SO | 12/4/2023 | 11/20/2023 | 11/20/2023 | 2,290,722 | ||||||||||
| AGA | 12/4/2023 | 1/16/2024 | 1/16/2024 | 59,000 | ||||||||||
| SO | 12/4/2023 | 1/16/2024 | 1/16/2024 | 262,000 | ||||||||||
| AGA | 5/16/2024 | 5/16/2024 | 5/16/2024 | 65,000 | ||||||||||
| SO | 5/16/2024 | 5/16/2024 | 5/16/2024 | 272,000 | ||||||||||
| AGA | 5/16/2024 | 11/21/2024 | 11/21/2024 | 1,181,700 | ||||||||||
| SO | 5/16/2024 | 11/21/2024 | 11/21/2024 | 2,267,300 | ||||||||||
| SO | 5/16/2024 | 12/4/2024 | 12/4/2024 | 813,200 | ||||||||||
| AGA | 11/6/2025 | 6/23/2025 | 6/23/2025 | 35,000 | ||||||||||
| SO | 11/6/2025 | 6/23/2025 | 6/23/2025 | 215,000 | ||||||||||
| AGA | 11/6/2025 | 11/21/2025 | 11/21/2025 | 1,470,600 | ||||||||||
| SO | 11/6/2025 | 11/21/2025 | 11/21/2025 | 4,091,150 | ||||||||||
In the following tables related to share-based payments, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.
11.1 Non-employee warrants
The Company’s board of directors has been authorized by the shareholders’ general meeting to grant BSAs to non-employee’s members of the Board of Directors and members of the Scientific Advisory Board.
The BSAs plans granted by the Board of Directors until 2018 are similar in their nature and conditions, except for the exercise price that is comprised between €37.24 and €69.75.
During the year ended December 31, 2021, pursuant to the authorization granted by the General Meeting of the Shareholders held on May 19, 2021, the Company offered the directors the opportunity to subscribe for warrants to purchase ordinary shares on May 19, 2021 and on June 3, 2021, the directors subscribed for warrants to purchase an aggregate of 39,185 ordinary shares. These warrants have a contractual life of 4 years from their date of issuance and are not subject to a performance condition. Unless otherwise decided by the Board of Directors, these warrants may be exercised at any time prior to their expiration, provided that the beneficiary still holds a seat on the Board of Directors at the time of exercise, and subject to applicable French laws and regulations applicable to companies whose securities are listed on a regulated stock market. The fair value of the warrants has been estimated using the Cox-Ross Rubinstein binomial option pricing model.
Warrant fair value assumptions are:
Weighted average share price at grant date (in €) | 10.75 | ||||
Weighted average expected volatility | 90.0 | % | |||
Weighted average risk-free interest rate | (0.53) | % | |||
Weighted average expected term (in years) | 3.21 | ||||
Dividend yield | — | ||||
Weighted average fair value of warrants (in €) | 0.57 | ||||
The Company no longer grants neither BSA or BSPCE to non-employee members of the Board of Directors or to members of the Scientific Advisory Board.
The following table summarizes all BSA warrants activity during the year ended December 31, 2024:
| Number of warrants outstanding | Weighted- average exercise price (in Euros) | Weighted- average remaining contractual term (in years) | Aggregate intrinsic value (in thousands of Euros) | |||||||||||
| Balance as of December 31, 2023 | 244,693 | 49.43 | 3.47 | — | ||||||||||
| Expired during the period | — | — | ||||||||||||
| Balance as of December 31, 2024 | 244,693 | 49.43 | 2.47 | — | ||||||||||
| Warrants exercisable as of December 31, 2024 | 244,693 | 49.43 | — | |||||||||||
The following table summarizes all BSA activity during the year ended December 31, 2025:
| Number of warrants outstanding | Weighted- average exercise price (in Euros) | Weighted- average remaining contractual term (in years) | Aggregate intrinsic value (in thousands of Euros) | |||||||||||
| Balance as of December 31, 2024 | 244,693 | 49.43 | 2.47 | — | ||||||||||
| Expired during the period | (137,685) | — | — | |||||||||||
| Balance as of December 31, 2025 | 107,008 | 52.35 | 1.50 | — | ||||||||||
| Warrants exercisable as of December 31, 2025 | 107,008 | 52.35 | — | |||||||||||
11.2 Stock options
The Company’s Board of Directors has been authorized by the shareholders’ general meeting to grant SO to employees.
The different stock options plans granted by the Board of Directors are similar in their nature and conditions, except for the exercise price that is comprised between €0.71 and €74.22.
All SO issued have a ten-year contractual life. SO are expensed in accordance with the following vesting conditions:
•Before June 22, 2018 and from January 15, 2020 to July 29, 2022, SO granted mainly vest over four years at a rate of 25% upon the first anniversary of the issuance date and 12.5% every six months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions).
•Between June 22, 2018 and January 15, 2020, SO may be exercised by the beneficiary once both of the following conditions have been met:
–service condition: 25% upon the first anniversary of the issuance date and 12.5% every six months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions); and
–performance condition: approval of Viaskin™ Peanut by the US Food and Drug Administration.
•Since November 21, 2022, SO granted mainly vest over four years at a rate of 25% upon the first anniversary of the issuance date and 25% every 12 months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions).
Performance conditions which are other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount but are not taken into account when estimating the fair value of the shares. Estimated achievement of performance conditions is reviewed at each reporting date.
The Company also applied a forfeiture rate for each grant according to its respective characteristics and composition. This forfeiture rate is reviewed at each reporting date.
The following table summarizes all stock options activity during the year ended December 31, 2024:
| Number of SO outstanding | Weighted- average exercise price (in Euros) | Weighted- average remaining contractual term (in years) | Aggregate intrinsic value (in thousands of Euros) | |||||||||||
| Balance as of December 31, 2023 | 7,137,641 | 8.49 | 8.18 | — | ||||||||||
Granted during the period | 3,614,500 | 0.86 | — | — | ||||||||||
| Forfeited during the period | (283,938) | 5.98 | — | — | ||||||||||
| Exercised during the period | — | — | — | — | ||||||||||
| Expired during the period | (15,300) | — | — | — | ||||||||||
| Balance as of December 31, 2024 | 10,452,903 | 5.93 | 7.96 | — | ||||||||||
Options exercisable as of December 31, 2024 | 2,065,595 | 21.02 | 4.40 | — | ||||||||||
The following table summarizes all stock options activity during the year ended December 31, 2025:
| Number of SO outstanding | Weighted- average exercise price (in Euros) | Weighted- average remaining contractual term (in years) | Aggregate intrinsic value (in thousands of Euros) | |||||||||||
| Balance as of December 31, 2024 | 10,452,903 | 5.93 | 7.96 | — | ||||||||||
| Granted during the period | 4,306,150 | 2.47 | — | — | ||||||||||
| Forfeited during the period | (486,300) | 2.32 | — | — | ||||||||||
| Delivered during the period | (40,075) | 4.99 | — | — | ||||||||||
| Expired during the period | (128,100) | — | — | — | ||||||||||
| Balance as of December 31,2025 | 14,104,578 | 4.64 | 7.89 | — | ||||||||||
| Options exercisable as of December 31, 2025 | 2,751,695 | 6.18 | 4.31 | 2,766,171 | ||||||||||
The expense recognized into the Consolidated statements of operations is $4.1 millions dollars as of December 31, 2025, against $3.3 million as of December 31, 2024.
Fair value of stock options
Determining the fair value of the share-based payments at the grant date requires judgment. The Company calculated the fair value of stock options instruments on the grant date using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions, including the expected volatility, expected term, risk-free interest rate and dividend yield.
Exercise price
The exercise price of the Company’s stock awards is based on the fair market value of our ordinary shares.
Risk-free interest rate
The risk-free interest rate is based on French government bonds (GFRN) with a maturity corresponding to the stock options maturity.
Expected term
The Company determines the expected term based on the average period the stock options are expected to remain outstanding.
Expected Volatility
The Company determines the expected volatility based on the historical data period corresponding to the stock options expected maturity.
Expected Dividend yield
The Company has never declared or paid any cash dividends, and it does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero.
The Company estimated the following assumptions for the calculation of the fair value of the stock options:
| Stock options per grant date | 2025 | 2024 | ||||||
| Weighted average shares price at grant date in € | 2.39 | 0.76 | ||||||
| Weighted average expected volatility | 86.63 % | 90.61 % | ||||||
| Weighted average risk-free interest rate | 2.91 % | 2.58 % | ||||||
| Weighted average expected term (in years) | 6.25 | 6.25 | ||||||
| Weighted average fair value of stock-options in € | 1.73 | 0.57 | ||||||
11.3 Restricted stock units
The Company’s board of directors has been authorized by the shareholders’ general meeting to grant RSUs to employees.
RSUs are measured based on the fair market value of the underlying stock on the date of grant and recognized as an expense on a straight-line basis in accordance with the following vesting conditions:
•Before May 31, 2019, the vesting of RSUs granted is subject to the expiration of the presence condition of one (1) or two (2) years (except in specific board of directors’ decisions). The release of RSUs for these plans is subject to the achievement of performance conditions (submission of a BLA to U.S. FDA for VIASKIN® Peanut, approval of VIASKIN® Peanut by the U.S. FDA, first sale of VIASKIN® Peanut in the United States).
•Between May 31, 2019 and November 23, 2020, the vesting of RSUs is subject either to the expiration of the presence condition of two (2) years only, or to the dual condition of expiration of the presence condition and achievement of the performance condition (date of approval of VIASKIN® Peanut by the U.S. FDA).
•Between November 24, 2020 and July 29, 2022, RSUs vest over four years at a rate of 25% upon the first anniversary of the issuance date and 12.5% every six months thereafter, subject to the beneficiary being still employed by the Company (except in specific board of directors’ decisions).
•Since November 21, 2022, RSUs vest over four years at a rate of 25% upon the first anniversary of the issuance date and 25% every 12 months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions).
•
Performance conditions, which are other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount but are not taken into account when estimating the fair value of the shares. Estimated achievement of performance conditions is reviewed at each reporting date.
RSU plans may be subject to a conservation period under French governing laws.
The Company applied a forfeiture rate for each grant according to its respective characteristics and composition. This forfeiture rate is reviewed at each reporting date.
The following table summarizes all RSUs activity for the year ended December 31, 2024:
| Number of RSU outstanding | Weighted- average grant date fair value in Euros | |||||||
| Balance as of December 31, 2023 | 2,021,370 | 11.03 | ||||||
Granted during the period | 1,305,700 | 0.60 | ||||||
| Forfeited during the period | (174,278) | 2.29 | ||||||
| Released during the period | (339,426) | 3.22 | ||||||
| Balance as of December 31, 2024 | 2,813,366 | 7.67 | ||||||
The following table summarizes all RSUs activity for the year ended December 31, 2025:
| Number of RSU outstanding | Weighted- average grant date fair value in Euros | |||||||
| Balance as of December 31, 2024 | 2,813,366 | 7.67 | ||||||
| Granted during the period | 1,505,600 | 2.37 | ||||||
| Forfeited during the period | 32,380 | 5.53 | ||||||
| Released during the period | (742,999) | 1.87 | ||||||
| Balance as of December 31, 2025 | 3,608,347 | 6.61 | ||||||
The expense recognized into the Consolidated statements of operations is stable at $1.3 millions dollars as of December 31, 2025 and as of December 31, 2024. The forfeited bucket includes contingent stock options.
11.4 Reconciliation of the share-based payment expenses with the Consolidated Statements of Operations and Comprehensive Loss
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Research & development | SO | (1,433) | (1,431) | ||||||||
RSU | (828) | (913) | |||||||||
Sales & marketing | SO | (78) | (80) | ||||||||
RSU | (36) | (35) | |||||||||
General & administrative | SO | (2,556) | (1,794) | ||||||||
RSU | (456) | (367) | |||||||||
| Total share-based compensation (expense) | (5,387) | (4,620) | |||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 26, 2026 | Showing above |
| 2024 | Apr 11, 2025 | |
| 2023 | Mar 7, 2024 | |
| 2022 | Mar 2, 2023 | |
| 2021 | Mar 9, 2022 | |
| 2020 | Mar 17, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.