Silence Therapeutics plc

The Group has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends.

On August 11, 2022, the Group announced a registered direct offering (the “Offering”) of 5,950,000 of the Group’s ADSs, each representing three ordinary shares, at a price of $9.50 per ADS, with new and existing institutional and accredited investors. The aggregate gross proceeds of the Offering were $56.5 million before deducting $4.1 million in underwriting discounts, commissions and estimated offering expenses.

On October 15, 2021, the Group entered into an Open Market Sale Agreement (the "Sales Agreement"), with Jefferies LLC ("Jefferies"), pursuant to which the Group may offer and sell, from time to time, its ADSs through Jefferies. On October 15, 2021, the Group filed a registration statement, which became effective on October 22, 2021, for the issuance and sale of up to $100.0 million of ADSs. During the year ended December 31, 2024 the Group raised proceeds of $27.7 million before deducting $0.9 million in placement agent fees and other expenses, from sales of ADSs under the Sales Agreement. On October 22, 2024, the Group filed a new registration statement on Form F-3 which replaced the registration statement originally filed on October 15, 2021, for the issuance and sale, if any, of up to an additional $100 million of its shares represented by ADSs under the Sales Agreement. As of this filing, approximately $139.6 million of ADSs remained.

On February 5, 2024, the Group announced a private placement of 5,714,286 of the Group’s ADSs, each representing three ordinary shares, at a price of $21.00 per ADS, with new and existing institutional and accredited investors. The aggregate gross proceeds of the Private Placement were $120.0 million before deducting $7.7 million in placement agent fees and other expenses.

Details of the shares issued during the current year is as follows:

At December 31, 2025, there were options outstanding of 20,884,098 (2024:17,455,390) unissued ordinary shares.

Details of the options outstanding are as follows:

ADSs represent three ordinary shares.

20. Equity-settled share-based compensation

The Group has issued share options under the 2018 Long Term Incentive Plan (“LTIP”), 2018 Non-Employee Long Term Inventive Plan (“Non-Employee LTIP”), and individual share option contracts, open to all employees of the Group, as well as EMI shares (none of which remain outstanding at December 31, 2024). Under the 2023 Plan, LTIP, Non-Employee LTIP, individual contracts and schemes available, the options typically vest after three years, with the exception of some options granted to certain members of key management personnel. The vesting period for these options ranges from 3 to 33 months. The options usually lapse after one year following the employee leaving the Group.

The table above shows the number of options in relation to ordinary shares and equivalent ADSs outstanding and exercisable at year end, on the conversion ratio of three ordinary share options to one ADS.

The options outstanding at the year-end have a weighted average remaining contractual life of 7.28 years (2024:7.7 years).

As of December 31, 2025, there was $6.0 million of total unrecognized compensation cost related to stock options granted but not vested under the Company’s plans. That cost will be recognized over an expected remaining weighted-average period of 1.3 years.

In the years ended December 31, 2025 and 2024 the total intrinsic value of stock options exercised was negligible and $6.8 million, respectively. The weighted average share price at the date of exercise of the options during the year was $1.65 per ADS (2024: $20.99).

The Group granted 5,899,455 share options during the year (2024:3,802,542). The fair value of options granted were calculated using Black Scholes model. Inputs into the model were as follows:

The Group reco gnized total charges of $8.1 million (2024: $16.3 million) related to equity settled share-based payment transactions during the year. The decrease in costs for share-based payments is largely due to credit of previously accrued expense for those grants forfeited or cancelled due to reduction in number of employees, as well as lower fair value of 2025 issued grants.

The Group does not bear any responsibility to settle any employee tax obligations that arise on the exercise of share options. The estimated employer tax obligation on outstanding options at the year-end was negligible for 2025 and 2024.