BeiGene Ltd. (Stock Code: 06160) disclosed that on 11 June 2026 its Board, Compensation Committee and Chief Executive Officer approved a new round of equity incentives under the Fifth Amended and Restated 2016 Share Option and Incentive Plan.
Equity instruments granted • Share options: 94,068 American Depositary Shares (ADSs), equivalent to 1.22 million ordinary shares, were issued to six grantees (including Executive Chairman & CEO John V. Oyler and Non-executive Director Dr Xiaodong Wang). The exercise price was US$270.52 per ADS, above both the same-day closing price (US$260.27) and the five-day average (US$270.52). The options vest 25% after one year and the remainder in 36 equal monthly instalments, with a ten-year life and clawback provisions for termination “for cause” and material misstatement scenarios. • Restricted share units (RSUs): 1,499,134 ADSs (19.49 million ordinary shares) were awarded to 8,555 grantees, including ten directors. Most employee RSUs vest 25% annually over four years. Time-based grants to directors include 13,687 ADSs to Mr Oyler, 7,684 ADSs to Dr Wang and 11,680 ADSs collectively to Dr Felix J. Baker and seven INEDs. • Performance share units (PSUs): 161,039 ADSs (2.09 million ordinary shares at 100% target; 4.19 million at 200% maximum) went to 32 grantees, with cliff vesting at the end of a three-year period based on annual revenue targets (0-200% payout). Mr Oyler received 27,375 ADSs at target.
Aggregate impact The awards cover 21.58 million underlying ordinary shares, representing approximately 1.4% of BeiGene’s total issued share capital. Following the grants, 38.32 million ordinary shares remain available under the 2024 Scheme Mandate Limit.
Governance and other terms • All director grants were approved by independent non-executive directors in compliance with Hong Kong Listing Rule 17.04(1). • Clawback provisions apply to options, all PSUs and certain RSUs in cases such as material financial misstatements or intentional misconduct. • No performance targets are attached to the options or most RSUs; PSUs are linked to revenue performance. • The company and its subsidiaries will not provide financial assistance for share purchases related to these awards.
BeiGene states that the equity incentives are intended to motivate and retain talent and align employee and director interests with those of shareholders.
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