Nexxen International Ltd.
For the period ended Nov 25, 2025. Filed Nov 25, 2025.
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Nov 25, 2025 · Filed Nov 25, 2025
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EX-99.1 · Share Usage
Share Usage
The Board continues to emphasize the importance of equity-based awards such as stock options, RSUs, and performance-vested share unit awards (“PSUs”) as a critical component of its overall compensation strategy. This approach ensures broad-based eligibility for equity incentives which is key to attracting, rewarding, and retaining talent across the organization. However, the Board is mindful of the potential dilution to existing shareholders that results from these equity grants. As a result, the Board is committed to managing the growth of the Company’s equity compensation program in a responsible and measured manner.
The Compensation Committee regularly reviews the Company’s annual and three-year average equity “burn rate,” to ensure that it is granting an appropriate number of equity incentives to meet business needs while maximizing shareholder value. Tables below show component-by-component information for the Company’s equity burn rate and equity calculations, which are key metrics for managing the equity compensation program.
Equity Overhang
This represents a common measure of potential shareholder dilution from compensation programs. Based on the information below, the Company will have an equity overhang of 9.96% if this proposal is approved to add 2,700,000 newly authorized Ordinary Shares to the Equity Plans reserves. Equity overhang is calculated as the total of (a) Ordinary Shares underlying outstanding equity awards plus Ordinary Shares available for issuance for future equity awards, divided by (b) the total number of Ordinary Shares outstanding, plus Ordinary Shares underlying outstanding option or full-value equity awards, plus Ordinary Shares available for issuance for future equity awards.
This equity overhang noted above reflects potential dilution after a substantial share buyback program in recent years. From March 1, 2022 through September 30, 2025, the Company (and its subsidiaries) repurchased 28,354,967 Ordinary Shares, or 36.6% of Ordinary Shares outstanding, reflecting a total investment of $247.4 million. Further, the Company launched in September 2025 a new $20 million Share repurchase program which is expected to continue until March 19, 2026 or completion.
| Total number of Ordinary Shares subject to outstanding options | 270,175 |
|---|---|
| Total number of Ordinary Shares subject to outstanding full value awards | 3,870,253 |
| Total number of Ordinary Shares available for grant under the 2011 Plan | 563,028 |
| Total number of Ordinary Shares available for grant under the 2017 Plan | 1,026,264 |
| Total number of RSUs that will vest on or before April 1, 2026** | 1,903,131 |
| Ordinary Shares Outstanding | 57,086,122 |
** Nexxen will not make equity grants from the proposed newly authorized Ordinary Share reserve until these (1,903,131) currently unvested, outstanding RSUs have vested and converted to Ordinary Shares (or been canceled/forfeited). As a result, this number should be removed from (not included in) the numerator andshould be added to the denominator of the equity overhang calculation.
The Compensation Committee and the Board believe that the proposed Equity Plan Amendments represents a reasonable level of potential equity dilution, which is aligned with the Company’s near-term talent and business needs.
Equity Burn Rate. Over the past 1- and 3-year periods, the Compensation Committee has responsibly managed the Company’s equity compensation program and monitored the associated potential dilution, with a 1- and 3-year average Nexxen equity burn rate that was below 25 th percentile of the Company’s peer group (see Item 4 below for list of companies included in the peer group).
Adjusted for share buybacks, the Company’s net equity burn rate in 2024 was -9.7%. In 2025, the Company’s net equity burn rate will be even lower (i.e., is expected to be lower than -10.0%). This means that, on an overall basis, in recent years Nexxen has been buying back far more shares than it has been awarding in compensation programs.
The following table provides detailed information regarding the Company’sequity burn rate for fiscal years 2022 to 2024.
| Fiscal Year | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Total number of Ordinary Shares subject to options granted | 0 | 0 | 310,000 |
| Total number of Ordinary Shares subject to RSU awards granted | 2,454,034 | 176,400 | 388,724 |
| Total number of Ordinary Shares subject to PSU awards granted | 381,447 | 71,850 | 84,024 |
| Weighted-average number of Ordinary Shares outstanding (CSO) | 68,717,845 | 71,960,435 | 74,912,862 |
| Ordinary share-based compensation cancellations | 369,000 | 614,485 | 584,500 |
| Ordinary Share buybacks | 9,137,532 | 1,364,798 | 8,453,397 |
| Burn Rate | 4.1% | 0.3% | 1.0% |
| Burn Rate (net of cancellations) | 3.6% | -0.5% | 0.3% |
| Burn Rate (net of cancellations, forfeitures and buybacks) | -9.7% | -2.4% | -11.0% |
Standard equity “burn rate” isdefined as the sum of stock options and full-value shares/units granted during a given period of time (e.g., the last fiscal year) divided by weighted average Ordinary Shares outstanding. In other words, it is a measure of potential dilution from equity grants during a given year. Net equity burn rate excludes cancelations and forfeitures from “shares granted” in the calculation.
RESOLVED, that the Equity Incentive Plans, as set forth in Item 3 of the Proxy Statement is approved.
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