In September 2022, the Company's shareholders approved the 2022 Equity Incentive Plan (the "2022 Plan"), which became effective on October 3, 2022. The 2022 Plan provides for the grant of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share unit awards ("RSUs"), performance-based share awards and other share-based awards.

Upon the effectiveness of the 2022 Plan, there were 9,190,000 common shares reserved for issuance under the 2022 Plan. As of December 31, 2024, the 2022 Plan allows for a maximum of 15,162,247 shares of the Company's common shares to be reserved and available for grants. Also as of December 31, 2024, there were 726,177 shares of the Company's common shares available for future grants under the 2022 Plan. The number of shares reserved for issuance under the 2022 Plan automatically increases on January 1 of each calendar year by 4% of total common shares outstanding as of December 31 of the prior year, beginning October 3, 2022 through January 1, 2032. In January 2025, the number of common shares reserved for future issuance under the 2022 Plan automatically increased by 4,048,879 common shares.

In September 2022, the Company's shareholders approved the Legacy Equity Award Settlement Plan (the "Legacy Plan"), which became effective on September 29, 2022. The Legacy Plan is intended solely to provide for the grant and settlement of nonstatutory share options and RSUs, issued in respect of share options and RSUs originally granted pursuant to the Former Parent's 2017 Equity Incentive Plan and 2014 Equity Incentive Plan.

On October 3, 2022, the Former Parent completed the Distribution and the Separation. Each Former Parent share option and RSU outstanding prior to the Distribution was converted into .5 stock options and RSUs in the Company. In total, 4,057,121 share options and 924,093 RSUs were granted and settled into 2,611,392 and 924,093 common shares, respectively, under the Legacy Plan on October 3, 2022.

For periods prior to the Separation from the Former Parent, non-cash share-based compensation has been allocated to the Company by using a combination of specific identification and a proportionate cost allocation method based on employee hours or directly identified operating expenses, depending on the employee’s function. The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the costs that the Company would have incurred as an independent company for the periods presented.

Upon the effectiveness of the Company's Spin-off from the Former Parent, each Former Parent share option and RSU outstanding vested immediately (the "Acceleration") and converted into .5 share options and RSUs in the Legacy Plan in the Company. The non-cash share-based compensation expense related to the Acceleration was then allocated to the Company using the same methodology described above and recognized immediately, resulting in $101,440 of non-cash share-based compensation expense recognized related to to the Acceleration in the fourth quarter of 2022. The share options and RSUs granted under the Legacy Plan also immediately vested and settled as a result of the Spin-off, and the Company determined that no incremental compensation should be recognized related to these awards.

Non-cash share-based compensation under the Former Parent’s non-cash share-based compensation plans was measured at the grant date based on the fair value of the award and was recognized as expense over the requisite service period of the award (generally three to four years) using the straight-line method.

The Company measures non-cash share-based compensation at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award (generally three years) using the straight-line method. Non-cash share-based compensation expense, consisting of expense for stock options, RSUs, and the 2022 Employee Share Purchase Plan (the "ESPP"), was classified in the consolidated statements of operations as follows:


	Year Ended December 31,
	2024		2023		2022
Research and development expenses
Allocated from the Former Parent excluding the Acceleration	$	—	$	—	$	46,976
Allocated from the Former Parent related to the Acceleration	—		—		61,749
2022 Equity Incentive Plan	42,594		15,985		7,654
Total research and development expenses	42,594		15,985		116,379
General and administrative expenses
Allocated from the Former Parent excluding the Acceleration	—		—		30,951
Allocated from the Former Parent related to the Acceleration	—		—		39,691
2022 Equity Incentive Plan	29,369		12,802		6,535
Total general and administrative expenses	29,369		12,802		77,177
Total non-cash share-based compensation expense	$	71,963	$	28,787	$	193,556

As of December 31, 2024, total unrecognized compensation cost related to the unvested share-based awards was $73,785, which is expected to be recognized over a weighted average period of 1.50 years.

All share option grants are awarded at fair value on the date of grant. The fair value of share options is estimated using the Black-Scholes option pricing model. Share options generally expire 10 years after the grant date.

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company's common shares for those share options that had exercise prices lower than the fair value of the Company's common shares at December 31, 2024. The total intrinsic value of share options exercised

for the years ended December 31, 2024, 2023, and 2022 was $33,801, $7,756, and $20,137, respectively. The tax benefit from share options exercised for the years ended December 31, 2024, 2023, and 2022 was not material.

The assumptions that the Company used to determine the grant-date fair value of share options granted under the 2022 Plan were as follows, presented on a weighted average basis:


	Year Ended December 31,
	2024	2023	2022
Risk-free interest rate	3.98%	4.32%	3.86%
Expected term (in years)	5.74	5.93	5.75
Expected volatility	86.31%	84.60%	82.05%
Expected dividend yield	—%	—%	—%
Exercise price	$42.06	$24.57	$7.00


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
				(in years)
Outstanding as of December 31, 2023	11,379,429	$	11.48
Granted	2,506,161	$	42.06
Exercised	(918,165)	$	9.36
Forfeited	(186,341)	$	22.98
Outstanding as of December 31, 2024	12,781,084	$	17.46	8.19	$	265,659
Options exercisable as of December 31, 2024	7,612,676	$	12.96	8.02	$	188,466
Vested and expected to vest as of December 31, 2024	12,781,084	$	17.46	8.19	$	265,659

The weighted average grant date fair value per share of share options granted under the Company’s share option plans during the years ended December 31, 2024, 2023, and 2022 was $30.76, $18.01, and $4.97, respectively. The Company expects approximately 5,168,408 of the unvested share options to vest over the requisite service period.

As discussed above, in connection with the Distribution, on October 3, 2022, 924,093 RSUs were granted and settled into 924,093 common shares under the Legacy Equity Award Settlement Plan.

The Company’s RSUs are considered nonvested share awards and require no payment from the employee. For each RSU, employees receive one common share at the end of the vesting period. The employee can elect to receive the one common share net of taxes or pay for taxes separately and receive the entire share. Compensation cost is recorded based on the market price of the Company’s common shares on the grant date and is recognized on a straight-line basis over the requisite service period.

The total fair value of RSUs vested during the year ended December 31, 2024 was $3,991. No RSUs were granted, forfeited, or vested in the year ended December 31, 2023. No fair value was assigned to the RSUs vested during the year ended December 31, 2022, as all RSUs that vested were related to the RSUs granted and settled under the Legacy Equity Award Settlement Plan.


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2023	—	$	—
Granted	381,011	$	41.88
Forfeited	(8,481)	$	41.93
Vested	(95,309)	$	41.88
Unvested as of December 31, 2024	277,221	$	41.87

In September 2022, the Company's board of directors approved the rules and procedures of the 2022 Employee Share Purchase Plan approved by shareholders of the Company on September 28, 2022.

The ESPP allows each eligible employee who is participating in the plan to purchase shares by authorizing payroll deductions of up to 15% of eligible earnings. Unless the participating employee has previously withdrawn from the offering, accumulated payroll deductions will be used to purchase shares on the last business day of the offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Under applicable tax rules, an employee may purchase no more than $25 worth of ordinary shares, valued at the start of the offering period, under the ESPP in any calendar year. There is no minimum holding period associated with shares purchased pursuant to this plan. An employee’s purchase rights terminate immediately upon termination of employment.

The number of shares reserved for issuance under the ESPP automatically increases on January 1 of each calendar year by 1% of total common shares outstanding as of December 31 of the prior year, beginning October 3, 2022 through January 1, 2032. As of December 31, 2024, the ESPP allows for a maximum of 1,886,830 shares of the Company's common shares to be reserved and available for issuance under the ESPP. As of December 31, 2024, 1,627,399 shares remained available for future issuance under the ESPP. In January 2025, 1,012,219 additional shares were authorized to be issued under the ESPP.

The Company accounts for employee share purchases made under its ESPP using an estimate of the grant date fair value, which is determined in accordance with ASC 718, Stock Compensation. The purchase price discount and the look-back feature cause the ESPP to be compensatory and the Company to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period. The Company values ESPP shares using the Black-Scholes model. The Company recognized compensation expense of $1,249 and $1,341 for the years ended December 31, 2024 and 2023, respectively. The Company did not recognize material compensation expense related to the ESPP for the year ended December 31, 2022.

As of December 31, 2024, there was $449 of unrecognized non-cash share-based compensation expense related to the ESPP, which is expected to be recognized over the remaining offering period ending May 31, 2025. During the year ended December 31, 2024, 100,242 shares were issued under the ESPP.