15.          Share-based compensation

The Company’s share-based compensation plans include the amended and restated 2014 Share Incentive Plan (as amended, the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of the Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”). At the annual general meeting of shareholders in June 2025, the Company’s shareholders authorized an additional 2,400,000 shares for issuance under the 2014 Plan. As of December 31, 2025, a total of 4,285,461 ordinary shares remain available for issuance under the 2014 Plan.

In June 2018, the Company’s shareholders adopted and approved the uniQure N.V. Employee Stock Purchase Plan (as amended, the “ESPP”) allowing the Company to issue up to 150,000 ordinary shares. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended. Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations. The purchase price of the ordinary shares on each purchase date is equal to the lower of: (i) 85% of the closing market price on the offering date or (ii) 85% of the closing market price on the purchase date of each three-month offering period. During the year ended December 31, 2025, nil ordinary shares have been issued in connection with the ESPP (2024: 10,150 ordinary shares and 2023: 19,198 ordinary shares). As of December 31, 2025, a total of 86,712 ordinary shares remain available for issuance under the ESPP plan.

2014 Plans and ESPP

Share-based compensation expense recognized by classification included within the Consolidated Statements of Operations and Comprehensive Loss in relation to the 2014 Plans for the periods indicated below was as follows:

  ​ ​ ​

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Cost of contract manufacturing revenues

$

$

1,035

$

826

Research and development expenses

7,579

9,295

16,881

Selling, general and administrative expenses

10,100

11,928

17,386

Total

$

17,679

$

22,258

$

35,093

Share-based compensation expense recognized by award type for the 2014 Plans and ESPP was as follows:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(in thousands)

Award type/ESPP

Share options

$

6,927

$

9,178

$

13,302

Restricted share units

10,709

11,490

18,524

Performance share units

14

1,580

3,234

ESPP

29

10

33

Total

$

17,679

$

22,258

$

35,093

As of December 31, 2025, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were:

  ​ ​ ​

Unrecognized

  ​

Weighted average

  ​ ​ ​

share-based

  ​ ​ ​

remaining

compensation

period for

expense

  ​ ​ ​ ​recognition     

(in thousands)

(in years)

Award type

Share options

$

11,764

2.50

Restricted share units

20,434

2.22

Performance share units

83

0.33

Total

$

32,281

2.32

The Company satisfies the exercise of share options and vesting of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) through newly issued ordinary shares.

Share options

Share options are priced on the date of grant and, except for certain grants made to non-executive directors, vest over a period of four years. The first 25% vests after one year from the initial grant date and the remainder vests in equal quarterly installments over years two, three and four. Certain grants to non-executive directors vest in full after one year. Any options that vest must be exercised by the tenth anniversary of the initial grant date.

The following tables summarize option activity under the Company’s 2014 Plans for the year ended December 31, 2025:

Options

  ​ ​ ​

Number of ordinary shares

  ​ ​ ​

Weighted 
average exercise price

  ​ ​ ​

Weighted average remaining contractual life

  ​ ​ ​

Aggregate intrinsic value

in years

(in thousands)

Outstanding at December 31, 2024

4,967,160

19.87

5.91

$

19,196

Granted

1,220,410

$

12.63

Forfeited

(126,365)

$

13.11

Expired

(834,335)

$

29.87

Exercised

(694,879)

$

16.06

Outstanding at December 31, 2025

4,531,991

$

17.04

7.16

41,816

Thereof, fully vested, and exercisable on December 31, 2025

2,532,676

$

21.17

5.98

17,574

Thereof, outstanding and expected to vest after December 31, 2025

1,999,315

$

11.81

8.67

24,242

Outstanding and expected to vest after December 31, 2024

1,838,603

$

11.46

Total weighted average grant date fair value of options issued during the period (in $ millions)

  ​ ​ ​

  ​ ​ ​

$

9.4

  ​ ​ ​

  ​ ​ ​

Granted to directors and officers during the period
(options, grant date fair value $ in millions)

532,410

$

3.8

Proceeds from option sales during the period (in $ millions)

$

11.1

The following table summarizes information about the weighted average grant-date fair value of options for the years ended December 31, 2025, 2024 and 2023:

  ​ ​ ​

  ​ ​ ​

Weighted average

Options

grantdate fair value

Granted, 2025

 

1,220,410

$

7.68

Granted, 2024

 

1,093,080

3.19

Granted, 2023

 

1,650,030

10.57

Vested, 2025

867,475

6.69

Forfeited, 2025

(126,365)

7.71

The following table summarizes information about the weighted average grant-date fair value of options at December 31:

  ​ ​ ​

  ​ ​ ​

Weighted average

Options

grantdate fair value

Outstanding and expected to vest, 2025

 

1,999,315

$

7.04

Outstanding and expected to vest, 2024

 

1,838,603

6.66

The fair value of each option issued is estimated at the respective grant date using the Hull & White option pricing model with the following weighted-average assumptions:

Year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Assumptions

Expected volatility

70% - 80%

70%

70%

Expected terms

10 years

10 years

10 years

Risk-free interest rate

4.4% - 4.6%

3.7% - 4.3%

3.7% - 4.8%

Expected dividend yield

0.0%

0.0%

0.0%

The Hull & White option model captures early exercises by assuming that the likelihood of exercises will increase when the share price reaches defined multiples of the strike price. This analysis is performed over the full contractual term.

The following table summarizes information about options exercised for the years ended December 31, 2025, 2024 and 2023:

  ​ ​ ​

Options exercised

  ​ ​ ​

during the year

Intrinsic value

(in thousands)

2025

 

694,879

$

19,480

2024

 

169,898

 

248

2023

 

14,070

 

154

RSUs

The following table summarizes the RSU activity for the year ended December 31, 2025:

RSUs

  ​ ​ ​

  ​ ​ ​

Weighted average

Number of

grant-date fair

ordinary shares

value

Non-vested at December 31, 2024

1,659,898

$

10.71

Granted

1,751,190

$

13.18

Vested

(776,882)

$

12.04

Forfeited

(238,786)

$

10.04

Non-vested at December 31, 2025

2,395,420

$

12.15

Total weighted average grant date fair value of RSUs granted during the period (in $ millions)

$

23.1

Granted to directors and officers during the period (shares, $ in millions)

300,790

$

3.6

The following table summarizes information about the weighted average grant-date fair value of RSUs granted for the years ended December 31, 2025, 2024 and 2023:

  ​ ​ ​

Granted

  ​ ​ ​

Weighted average

during the year

grantdate fair value

2025

 

1,751,190

$

13.18

2024

 

1,321,360

5.57

2023

 

1,770,025

17.88

The following table summarizes information about the total fair value of RSUs that vested for the years ended December 31, 2025, 2024 and 2023:

  ​ ​ ​

Total fair value

(in thousands)

2025

$

11,477

2024

 

5,603

2023

 

13,729

RSUs generally vest over one to three years. RSUs granted to non-executive directors will vest one year from the date of grant.

PSUs

The following table summarizes the PSU activity for the year ended December 31, 2025:

PSUs

  ​ ​ ​

  ​ ​ ​

Weighted average

Number of

grant-date fair

ordinary shares

value

Non-vested at December 31, 2024

150,120

$

21.65

Vested

(66,500)

$

26.70

Forfeited

(61,120)

$

18.46

Non-vested at December 31, 2025

22,500

$

15.40

The Company granted shares to certain employees in 2021 and 2022 that were earned upon the achievement of defined milestones. Earned shares vested upon the latter of a minimum service period of three years, or the achievement of defined milestones, subject to the grantee’s continued employment. In addition, the December 2021 PSUs granted to executives and other members of senior management were subject to the achievement of a minimum total shareholder return relative to the Nasdaq biotechnology index. As of December 31, 2025, there are no remaining milestones to be achieved in relation to the PSUs granted in 2021 and 2022.

The Company granted PSUs to certain employees in December 2024. As of December 31, 2025, a percentage of those PSUs were determined probable of being achieved within a defined period in 2026. These PSUs are earned upon the achievement of a certain development milestone, and will vest shortly after the performance goal is determined to be achieved, subject to the grantee’s continued employment.

The following table summarizes information about the weighted average grant-date fair value of the PSUs determined as of the grant date for the years ended December 31, 2025, 2024 and 2023:

  ​ ​ ​

Granted

  ​ ​ ​

Weighted average

during the year

grantdate fair value

2025

 

$

2024

 

65,000

$

15.40

2023

 

$

The following table summarizes information about the total fair value of PSUs that vested during the years ended December 31, 2025, 2024 and 2023:

Total fair value

  ​ ​ ​

(in thousands)

2025

$

803

2024

 

319

2023

 

1,474

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Feb 27, 2025
2023Feb 28, 2024
2022Feb 27, 2023
2021Feb 25, 2022
2020Mar 1, 2021
2019Mar 2, 2020
2018Feb 28, 2019
2017Mar 14, 2018
2016Mar 15, 2017

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.