Related party transactions

On 16 May 2024, the members of the Executive Committee were offered new restricted stock units (“RSUs”). The RSUs are offered for no consideration. The members of the Executive Committee accepted all RSUs offered to them. Each RSU represents the right to receive, at Galapagos’ discretion, one Galapagos share or a payment in cash of an amount equivalent to the volume-weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day period preceding the relevant vesting date. The RSU grant has a four-year vesting period, with 25% vesting each year and a first vesting date on 1 May 2025. For the members of the Executive Committee, any vesting prior to the third anniversary of the offer date will always give rise to a payment in cash rather than a delivery of shares.

On 16 May 2024, the members of the Executive Committee were offered new subscription rights under Subscription Right Plan 2024 BE, subject to acceptance. A first portion of the number of accepted subscription rights under Subscription Right Plan 2024 BE was enacted by notary deed on 17 May 2024 and a second portion on 3 July 2024. For one member of the Executive Committee the suspensive condition of acceptance is still outstanding. The subscription rights have an exercise term of eight years as of the date of the offer. The exercise price of the subscription rights is €26.90 (the closing price of the Galapagos share on Euronext Brussels and Amsterdam on the day preceding this offer). Each subscription right gives the right to subscribe for one new Galapagos share. For all the beneficiaries under Subscription Right Plan 2024 BE the subscription rights vest only and fully on the first day of the fourth calendar year following the calendar year in which the grant was made. The subscription rights can in principle not be exercised prior to 1 January 2028.

The table below sets forth the number of subscription rights offered under Subscription Right Plan 2024 BE and the total number of RSUs offered and accepted by each member of the Executive Committee during the first six months of 2024:

On 30 April 2024, Galapagos NV held its Annual Shareholders’ Meeting (“AGM”). The AGM approved (a) the re-appointment of Dr. Elisabeth Svanberg and the appointment of Dr. Susanne Schaffert and Mr. Simon Sturge as independent non-executive Directors for a period of four years, and (b) the appointment of Mr. Andrew Dickinson as a non-independent non-executive Director for a period of four years.

Also on 30 April 2024, immediately after the AGM, Galapagos NV held an Extraordinary Shareholders’ Meeting (“EGM”). The EGM approved (a) the issuance of one new subscription right (in the form of a warrant) for the benefit of Gilead Therapeutics (the “Subsequent Warrant B”), together with the cancellation of the statutory preferential subscription right, and (b) the renewal of the authorization of the Board of Directors to increase the share capital within the framework of the authorized capital by up to 20% of the share capital.

During the first six months of 2024, other than as disclosed in the paragraph above, there were no changes to related party transactions disclosed in the 2023 annual report that potentially had a material impact on the financials of Galapagos of the first six months of 2024.