Thalia Therapeutics Awards 200 Million Share Options to Directors Following Sanmirna Acquisition Closure

Thalia’s RNA Therapeutics Focus and Director Incentive Alignment

Thalia Therapeutics is advancing innovative RNA-based therapies and proprietary delivery systems targeting oncology and cardiovascular diseases. Its pipeline features miRisten, a microRNA therapeutic candidate for Acute Myeloid Leukaemia (AML), and a preclinical bispecific siRNA programme aimed at mitigating atherosclerotic cardiovascular disease by targeting dual risk drivers. The company also develops Nuvec®—a proprietary delivery platform designed to address RNA delivery challenges and enable scalable, targeted RNA therapeutics.

The Board considers the share option grant an effective long-term incentive aligned with shareholder interests, supporting the achievement of strategic and commercial goals. By linking director rewards to both tenure and share price performance, the plan encourages management to prioritise shareholder value creation while advancing clinical programmes and integrating the recent Sanmirna acquisition.

Details and Conditions of the 200 Million Option Grant

Thalia disclosed the issuance of options over 200 million ordinary shares to five directors under its share option plan. The options carry an exercise price of 0.6 pence per share, matching the recent subscription price. Each option has a 10-year term from the grant date of 20 July 2026, allowing directors ample time to exercise if vesting conditions are met.

The vesting schedule incorporates service-based and performance-based conditions to align director interests with long-term shareholder value. Half of the options (100 million) vest solely on continued appointment, released in three equal tranches on the first, second, and third anniversaries of the grant. The other half (100 million) vest upon meeting share price targets: 25% vesting at 1.2 pence per share (doubling the subscription price) and an additional 25% at 1.8 pence (tripling the subscription price).

Director Allocations and Executive Compensation Structure

The option distribution reflects the directors’ roles and responsibilities. CEO David Solomon was granted 50 million options, the largest allocation. Non-Executive Chair Christopher Britten and Executive Director Luke Cairns each received 45 million options. Non-Executive Directors Alastair Smith and Michael Palfreyman received 35 million and 25 million options respectively. This tiered allocation incentivises senior leadership and board governance roles appropriately.

This allocation strategy highlights the company’s approach to long-term incentives across executive and non-executive levels. The CEO’s larger award underscores his pivotal role in strategy execution, while substantial grants to other directors acknowledge their governance and oversight contributions.

Impact on Share Capital and Dilution

The options represent approximately 11.25% of the current issued share capital, excluding the new option shares themselves. On a fully diluted basis—including outstanding convertible loan notes, warrants, and these options—the awards account for roughly 7.5% of the enlarged share capital, prior to any milestone-related share issuances from the Sanmirna acquisition.

This disclosure clarifies the potential dilution impact for investors. The difference between undiluted and fully diluted percentages reflects existing convertible securities and warrants. Notably, the 7.5% fully diluted figure excludes future milestone-triggered shares from Sanmirna, which could further dilute shareholders. This comprehensive dilution disclosure aids investor understanding of both immediate and potential future share register changes.

Sanmirna Acquisition Completion as Context for Option Award

The option grant follows the completion of the Sanmirna Therapeutics Inc acquisition, announced on 17 July 2026 and finalized shortly after. The Board’s timing indicates the acquisition is a strategic milestone warranting sustained director commitment and aligned incentives.

Issuing the options immediately post-acquisition signals management’s intent to maintain leadership focus on integration and value creation. The share price targets embedded in the performance vesting (1.2 pence and 1.8 pence) represent meaningful value creation goals for shareholders.

Exercise Price Set at Recent Subscription Level

The 0.6 pence exercise price matches the recent subscription price, ensuring options are neither immediately in-the-money nor excessively out-of-the-money at grant. This establishes a clear baseline for share price appreciation before performance-based vesting occurs.

Aligning the exercise price with recent subscription pricing provides transparency and consistency for investors, avoiding perceptions of artificially low option pricing. It reflects the valuation established by recent investors and serves as a fair reference point for long-term director incentives.

Performance-Based Vesting Targets Drive Value Creation

Performance vesting is tied to share price milestones of 1.2 pence and 1.8 pence per share—representing 100% and 200% increases over the subscription price. These targets set clear, measurable objectives for directors to unlock half of their option awards through strategic execution.

This structure aligns director remuneration with shareholder returns, incentivising delivery of value over the vesting period. Achievement depends on multiple factors beyond management’s control, including market sentiment, clinical progress, and biotech sector dynamics. The targets demonstrate management’s confidence in the company’s trajectory while acknowledging development risks.

Regulatory Disclosure and Market Abuse Regulation Compliance

The announcement complies with UK Market Abuse Regulation, detailing each director’s role, options granted, exercise price, grant date (20 July 2026), and confirming the transaction occurred outside a trading venue. Full director names and roles enable investors to verify regulatory filings and identify any related party interests.

The disclosure of Thalia Therapeutics plc’s ISIN (GB00BYW8QM32) provides a standard identifier for researching the underlying security. This transparency supports investor confidence and informed governance assessments.

Clinical Pipeline and Long-Term Incentive Rationale

Thalia’s clinical-stage pipeline is at a critical development phase requiring sustained director commitment. The miRisten programme for AML and the bispecific siRNA cardiovascular programme represent significant clinical milestones requiring years of development, regulatory engagement, and commercial planning. Long-term incentives are vital to retain leadership through these extended timelines.

The Nuvec® delivery platform is a proprietary asset with potential to differentiate Thalia’s therapeutics and enable partnerships. The ten-year option term with performance conditions reflects the extended horizon needed to realize pipeline and platform value beyond typical annual remuneration cycles.

Investor Guidance and Future Monitoring

Investors should track progress toward the 1.2 pence and 1.8 pence share price milestones, which trigger performance-based option vesting. The announcement does not specify current share price levels. The targeted doubling and tripling of the subscription price indicate ambitious yet achievable goals requiring strong execution and market re-rating.

Monitoring Sanmirna acquisition integration and any milestone-triggered share issuances is also important, as these could increase dilution beyond the current 7.5% fully diluted estimate. Clinical development updates, including trial results and regulatory filings for miRisten and the bispecific siRNA programme, will be key drivers of share price and option vesting. Investors should also watch for further capital raises or equity dilution events impacting long-term shareholder value.