On 12 February 2026, the Board of Directors of Itera ASA approved, in accordance
with the authorisation granted by the Annual General Meeting on 27 May 2025, an
extended share purchase programme and an option programme for key employees in
the Group as long-term incentives, in addition to a general share purchase
programme for employees in Norway, Sweden and Denmark. The transaction date is
March 27, 2026.
The extended share purchase program has a lock-in period of 3 years. The lock-in
period is considered to be a value-reducing element equivalent to a European put
option. If the employee leaves the company before the end of the lock-in period,
the company has an option to buy back the shares at a value corresponding to the
current market price less the original NOK value of the value-reducing lock-in
period. The subscription price of NOK 5.97 per share has been set at a
volume-weighted average for the last ten trading days (3-17 March 2026) prior to
the subscription period (18-26 March 2026) equal to NOK 7.37 per share, less the
value of the lock-in period which is estimated at NOK 1.40 per share, net NOK
5.97 per share. A total of 252,584 shares were subscribed.
The general share purchase programme has a similar structure and price, with the
exception that there is no buy-back option for the company if the employee
leaves during the lock-in period. A total of 84,138 shares were subscribed.
A new option program was issued for a total of 600,000 options with a duration
of up to 4 years. The exercise price for the options in Itera is NOK 7.37,
which is based on the average volume-weighted transaction price at the Oslo
Stock Exchange 3-17 March 2026. The strike price is not adjusted for dividend
payments during the vesting period.
The options can be exercised at the following times:
- with up to 1/3 of the options in the period 03.03.2029-17.03.2029
- remaining options in the period 03.03.2030-17.03.2030
Options that are not exercised during the first exercise period will be
automatically rolled over to the next exercise period.
Exercise of options is conditional on the employee being in an unterminated
position in the Group at the time of exercise.
In total, Itera ASA has sold the following number of shares on 27 March 2026:
- General share program for employees: 84,138 shares
- Extended share program: 252,584 shares
- Total: 336,722 shares
Itera has exercised an option to buy back shares from two employees who
participated in the extended share purchase programme for key employees in 2024
and who left the company during the lock-in period. The buy-back is for a total
of 62,105 shares at a price of NOK 5.59 per share. The transactions are being
completed.
Following the sale and ongoing buy-back, Itera ASA will have 997,979 own shares.
With the new option program, there are a total of 2,670,000 outstanding options.
The following primary insiders are purchasers of shares and/or have been granted
options:
Jon Erik Høgberg, COO:
- Allotment of 75,000 options
New holdings are 1,347,356 shares and 75,000 options
Mette Mowinckel, CHRO:
- Purchase of 16,283 shares with a 3-year lock-in price of NOK 5.97/share
- Allotment of 20,000 options
New holdings are 144,247 shares and 70,000 options.
Andreas Vestre, employee-elected board member:
- Purchase of 2,036 shares with 3-year lock-in at a price of NOK 5.97/share
- Allotment of 10,000 options
New holdings are 10,278 shares and 20,000 options.
Joachim Trøbråten, employee-elected deputy board member:
- Allotment of 50,000 options
The new holding is 2,317 shares and 175,000 options.
Helene Dahl Jørum, employee-elected observer:
- Purchase of 8,101 shares with a 3-year lock-in price of NOK 5.97/share
The new holding is 16,324 shares and 7,500 options.