EVE Health Group Directors Stuart Gunzburg and Gregory Fry See Options Expire Due to Unmet Performance Criteria

Details of Stuart Gunzburg’s 120,000 Option Lapse at EVE Health Group

Director Stuart Gunzburg held various securities in EVE Health Group through direct and indirect entities before the 30 June 2026 change. His direct holding of 7,936,508 ordinary shares, held via the Stuart Gunzburg Gunzburg Children Account, remained unchanged. His indirect holdings through CWEK Pty Ltd—where he serves as director and Shareholder—of 18,518,518 ordinary shares also stayed the same.

The adjustment pertained solely to unlisted options held indirectly via Gunzburg Nominees Pty Ltd under the Gunzburg Family Superannuation Fund account. Prior to 30 June 2026, this entity held 1,000,000 unlisted options exercisable at 6 cents, expiring 31 December 2028. After 120,000 options lapsed, the holding decreased to 880,000 options of the same class. The company confirmed this change resulted from the lapse of options due to failure to meet the relevant performance condition. No consideration was received, and no ordinary shares were acquired or disposed of. Additionally, a separate parcel of 1,000,000 unlisted options exercisable at 4 cents and expiring 30 April 2028, also held through Gunzburg Nominees Pty Ltd, remained unaffected.

Gregory William Fry’s Spouse Abigail Fry Experiences 20,000 Option Lapse on Same Date

Director Gregory William Fry submitted a concurrent Appendix 3Y disclosing changes to his relevant interests on 30 June 2026, following a previous notice dated 22 May 2026. Fry’s direct holding of 103,542 ordinary shares remained unchanged, as did his indirect holdings of 2,061,577 ordinary shares via The Fry Family Superfund and 1,994,004 ordinary shares held by his spouse, Abigail Fry.

The reported change involved the lapse of 20,000 unlisted options exercisable at 6 cents, expiring 31 December 2028, held by Abigail Fry as an associated party. Before the lapse, Abigail Fry held 150,000 of these options; afterward, her holding reduced to 130,000. As with Gunzburg’s case, the company specified the lapse was due to unmet performance conditions. No cash or non-cash consideration was involved, and no contracts were impacted under Part 2 of the Appendix 3Y filing.

Insights from the Shared 30 June 2026 Expiry Date on EVE’s Option Performance Conditions

The concurrent lapse of options held by two director-related entities on 30 June 2026 indicates these securities were issued under a common incentive plan with a shared performance condition evaluation date. Both affected parcels are the same class of unlisted options: exercise price 6 cents, expiring 31 December 2028. The alignment of dates and terms across unrelated director holdings suggests a structured, company-wide performance assessment near the financial year-end.

The specific performance conditions that were unmet were not disclosed in the company update. EVE Health Group did not provide details on the criteria in the announcement. Investors seeking further information on the underlying metrics or milestones—and reasons for non-fulfillment—may refer to the company’s Annual Report, remuneration report, or future disclosures. The lapse of performance-based options without exercise is a standard governance occurrence but may indirectly signal internal performance standards.

Directors’ Remaining Shareholdings Following Option Expirations

Despite the option lapses, both directors maintain significant equity stakes in EVE Health Group. Stuart Gunzburg’s combined direct and indirect ordinary shareholdings—including 7,936,508 shares in his children’s account, 18,518,518 shares via CWEK Pty Ltd, and 1,680,555 shares through Gunzburg Nominees Pty Ltd—represent a substantial company interest. He also retains 880,000 unlisted options at 6 cents expiring 31 December 2028, plus 1,000,000 unlisted options at 4 cents expiring 30 April 2028, both through Gunzburg Nominees Pty Ltd.

Gregory William Fry’s total direct and indirect ordinary shares—across his personal account, The Fry Family Superfund, and his spouse’s holdings—exceed four million shares in EVE Health Group. Abigail Fry holds 130,000 unlisted options at 6 cents expiring 31 December 2028. The directors’ ordinary share positions were unaffected by these lapses, maintaining their alignment with the company’s equity. The announcement did not disclose the total value of these residual holdings.

Corporate Governance Requirements Behind Appendix 3Y Disclosures

The Appendix 3Y form is a mandated disclosure under ASX Listing Rule 3.19A.2 and section 205G of the Corporations Act 2001. It obliges listed entities to notify the ASX of any changes in a director’s relevant interests in company securities, whether held directly or indirectly through related entities such as family trusts, superannuation funds, or corporate vehicles controlled by the director.

In this instance, EVE Health Group lodged the disclosures as agent for each director, following standard practice. The forms capture both transaction-based and non-transactional changes—including option lapses—to keep the market informed of any director interest movements regardless of cash flow. The company confirmed these securities were not traded during a closed period and that prior written clearance was not required, consistent with the non-transactional nature of the lapse.

Understanding the Difference Between Unlisted Option Lapses and Market Transactions at EVE Health Group

Unlike on-market purchases or sales, the lapse of unlisted options involves no transfer of cash or securities. When performance conditions tied to a tranche of options are unmet by the testing date, those options expire worthless and cease to exist. The 140,000 options that lapsed across the two director-related holdings on 30 June 2026 will not lead to new EVE Health Group shares being issued at the 6-cent exercise price.

From a shareholder viewpoint, the lapse of performance options can be neutral or slightly positive regarding dilution risk, as each expired option represents a potential share issuance that will no longer occur. However, it may raise questions about whether the performance targets were realistic and if future incentive plans will be adjusted. EVE Health Group has not commented publicly on plans to reissue or restructure director option packages following these lapses.

Complex Incentive Structures Across Multiple Entities at EVE Health Group

The filings illustrate the multi-entity nature of director holdings at EVE Health Group. Stuart Gunzburg’s interests span at least four registered entities: a personal children’s account, CWEK Pty Ltd, CBLW Pty Ltd (noted as an associated entity though no securities are listed post-change), and Gunzburg Nominees Pty Ltd operating a family superannuation account. Gregory William Fry’s interests include his personal holdings, a family superannuation fund, and his spouse’s direct holdings.

This arrangement is common among founders, long-term directors, and key executives in ASX-listed small-cap companies, where equity remuneration is often structured through vehicles established for tax or estate planning. The use of superannuation funds and family trusts to hold performance options is a recognized Australian corporate practice, provided full market disclosure via mechanisms like Appendix 3Y. Both directors’ filings fully comply with these requirements, and EVE Health Group has made the disclosures available as mandated.

Investor Considerations Following These Director Interest Changes at EVE Health Group

The immediate impact on share price was unclear from public information. Changes involving administrative lapses of performance options without cash transactions rarely affect share prices directly. However, they offer investors an opportunity to reassess director incentive alignment and whether internal performance benchmarks were met during the relevant period.

Going forward, investors should monitor EVE Health Group’s annual and remuneration reports, which typically disclose performance conditions attached to director options and explain the rationale for grants, vesting, or lapses. Any new or replacement equity incentive plans and updates on strategic or operational progress will provide further insight into management’s alignment with shareholder interests. The company’s full-year results and associated governance disclosures will likely provide more detailed explanations of the incentive plans behind these lapsed options.