33. Related Parties
Relationship and transactions with entities with control of, or significant influence over, Galapagos
Gilead
Gilead exercises significant influence over us as from the equity subscription on August 23, 2019. As a result of the equity subscription we received a transparency notification from Gilead on August 28, 2019 confirming they held 22.04% of the then issued and outstanding shares of Galapagos.
By exercising Warrant A on November 6, 2019, Gilead increased its ownership in Galapagos to 25.10% of the then outstanding shares. Gilead further increased its ownership to 25.84% at December 31, 2019. Gilead’s ownership then diluted to 25.35% at December 31, 2023 and at December 31, 2024, and at December 31, 2025, due to one capital increase resulting from the exercise of subscription rights under employee subscription right plans in the course of 2023.
The presumption of significant influence is also confirmed by Gilead’s right, for as long as it holds more than 20% of Galapagos’ share capital, to appoint two Investor Board Designees to Galapagos’ Board of Directors, out of a total of nine.
The following table details our relation with Gilead:
|
December 31 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
(thousands of €) |
2025 |
2024 |
||||||||
Trade and other receivables(1) |
3,833 |
2,268 |
||||||||
|
|
|
||||||||
|
Year ended |
|||||||||
(thousands of €) |
2025 |
2024 |
||||||||
Revenues recognized related to the performance obligation for the drug discovery platform |
1,068,967 |
230,182 |
||||||||
Revenues recognized related to the filgotinib performance obligation(2) |
– |
26,041 |
||||||||
Royalty income related to the commercialization of filgotinib |
12,177 |
10,604 |
||||||||
Cost reimbursements related to the development of GLPG1690(3) |
– |
128 |
||||||||
Cross charges from and to Gilead relating to filgotinib(4) |
36 |
– |
||||||||
|
||||||||||
As at December 31, 2023, we had two outstanding performance obligations under IFRS 15 towards Gilead, which were the performance obligation related to our drug discovery platform and the termination of our performance obligation relating to filgotinib before its transfer to Alfasigma on January 31, 2024 following the closing of the transaction for the transfer of the Jyseleca® business. The remaining deferred income for the performance obligation relating to filgotinib, amounting to €26.3 million at December 31, 2023, was recognized in revenue in 2024. It was assessed based on the intention to wind down our cell therapy activities and the facts and circumstances on December 31, 2025, that the deferred income balance for the drug discovery platform is no longer justified in the IFRS consolidated financial statements for the year ended December 31, 2025, leading to full recognition of the deferred income at December 31, 2024, as revenue. For the avoidance of doubt, the OLCA remains in effect.
A detailed explanation of our transactions with Gilead in 2025 and 2024 can be found in the section of the annual report titled "Agreements with major Galapagos NV shareholders".
There are no other shareholders or other entities who, solely or jointly, control us or exercise significant influence over us.
Relationship and transactions with subsidiaries
Please see note 34 for an overview of the consolidated companies of the group, which are all wholly-owned subsidiaries of Galapagos NV.
Relationship and transactions with key management personnel
Our key management personnel consists of the members of the Executive Committee and members of the Board of Directors. All amounts mentioned in this section are based on expenses recognized in the financial statements for the relevant financial year.
Remuneration of key management personnel
On December 31, 2025, our Executive Committee had four members: Mr. Henry Gosebruch, Mr. Aaron Cox, Mr. Fred Blakeslee and Mrs. Annelies Missotten. They provide their services to us on a full-time basis.
On December 31, 2025, our Board of Directors consisted of eight members: Mr. Jérôme Contamine, Mr. Devang Bhuva, Mr. Henry Gosebruch, Mrs. Jane Griffiths, Dr. Linda Higgins, Dr. Neil Johnston, Mr. Oleg Nodelman and Mrs. Dawn Svoronos.
On October 6, 2024, the Board of Directors appointed Mr. Oleg Nodelman by way of co-optation as Non-Executive Non-Independent Director, effective as of October 7, 2024, replacing Mr. Dan G. Baker who stepped down on October 6, 2024. The AGM of April 29, 2025 confirmed the appointment by way of co-optation of Mr. Oleg Nodelman as Non-Executive Non-Independent Director, for a term of four years until the AGM to be held in 2029.
On May 12, 2025, the Board of Directors appointed Mr. Henry Gosebruch by way of co-optation as Executive Director and Chief Executive Officer of Galapagos, effective immediately, replacing Stoffels IMC BV, permanently represented by Dr. Paul Stoffels. Jérôme Contamine succeeded Stoffels IMC BV as Chair of the Board of Directors.
The CEO will only be remunerated for the performance of its executive function as CEO and is not entitled to any additional remuneration for its mandates of Chair or member of the Board of Directors or of any Committee.
On July 22, 2025, the Board of Directors appointed Ms. Jane Griffiths and Ms. Dawn Svoronos by way of co-optation as Non-Executive Independent Directors, replacing Mr. Peter Guenter and Mr. Simon Sturge effective as of July 28, 2025.
On September 13, 2025, the Board appointed Dr. Neil Johnston by way of co-optation as Non-Executive Independent Director, replacing Dr. Elisabeth Svanberg effective as of November 1, 2025.
On October 20, 2025, the Board appointed Mr. Devang Bhuva by way of co-optation as Non-Executive Non-Independent Director, replacing Mr. Andrew Dickinson effective as of November 1, 2025.
On February 9, 2026, the Board appointed Mr. Paulo Fontoura by way of co-optation as Non-Executive Independent Director, effective as of February 9, 2026, replacing Dr. Susanne Schaffert who stepped down on November 1, 2025.
All aforementioned appointments will be submitted to the confirmation by the Company’s AGM which will be held on April 28, 2026.
Effective from January 1, 2020, we no longer grant any subscription rights to members of the Board of Directors, taking into account the stricter rules of the BCCA and 2020 Code. Prior to 2020, Board members were granted subscription rights.
Reference is made to the Remuneration Report, which discloses pursuant to the BCCA the remuneration awarded to each member of the Board of Directors and Executive Committee during 2025.
The remuneration package of the members of key management personnel comprises:
|
Year ended December 31 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Thousands of € (except for the number of subscription rights and RSUs) |
2025 |
2024 |
||||||||
Remuneration of key management personnel: |
|
|
||||||||
Short-term benefits to Executive Committee members as a group(1) |
3,762 |
3,279 |
||||||||
Board fees for members of the Board of Directors |
791 |
859 |
||||||||
Post-employment benefits(2) |
216 |
186 |
||||||||
Severance package(3) |
1,520 |
– |
||||||||
|
|
|
||||||||
Subscription rights granted in the year |
|
|
||||||||
Number of subscription rights granted in the year to Executive Committee members as a group |
1,510,000 |
185,000 |
||||||||
Total cost to be recognized for subscription rights granted in the year under IFRS 2 |
15,275 |
1,765 |
||||||||
|
|
|
||||||||
Number of RSUs granted in the year |
|
|
||||||||
Total number of RSUs granted in the year to Executive Committee members as a group(1)(4) |
429,924 |
299,516 |
||||||||
|
||||||||||
Other
No loans, quasi-loans or other guarantees were given by us or any of our subsidiaries to members of the Board of Directors and of the Executive Committee. We have not entered into transactions with our key management personnel, other than as described above with respect to remuneration arrangements relating to the exercise or termination of their mandates as members of the Executive Committee and the Board of Directors.