[S-8] uniQure N.V. Employee Benefit Plan Registration

Rhea-AI Filing Summary

uniQure N.V. (QURE) has filed a Form S-8 with the SEC to register an additional 2,400,000 ordinary shares (par value €0.05) for issuance under its Amended and Restated 2014 Share Incentive Plan. The increase was approved by the board on 15 Apr 2025 and by shareholders on 11 Jun 2025. These shares are in addition to roughly 15.9 million ordinary shares previously registered on six earlier S-8 filings covering the same plan. No financial statements or earnings data are included; the filing is purely administrative, enabling future equity-based compensation grants. Key exhibits include the Dutch legal opinion (Ex. 5.1), auditor consent (Ex. 23.2) and the full 2014 Plan (Ex. 99.1). While the move supports employee retention and alignment, it also represents potential shareholder dilution once the options or awards are exercised.

Positive

• Enhanced talent retention: Expanding the equity pool supports management and employee alignment with shareholder interests, important in high-skill biotech sectors.

Negative

• Potential dilution: Registration of up to 2.4 million new shares could expand the share count and weigh on per-share metrics once awards vest and are exercised.

Insights

Equity Compensation Analyst

TL;DR Routine S-8 adds 2.4 M shares to employee plan; modest dilution risk, otherwise neutral.

The filing is standard administrative upkeep. uniQure’s incentive plan now has authority for an additional 2.4 million shares, bringing cumulative registrations under the plan to about 18.3 million. Assuming roughly 50 million shares outstanding, the new authorization could introduce up to ~5% incremental dilution if fully issued, though timing is spread over several years. From a human-capital perspective, a refreshed equity pool helps retain key scientific and commercial talent in a competitive gene-therapy market. There are no direct capital-raising proceeds, cash flow effects, or operational disclosures; therefore, near-term financial impact is negligible. Investors should watch future proxy statements for actual grant sizes and resulting share count expansion.

As filed with the Securities and Exchange Commission on June 30, 2025​Registration No. 333-​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549​FORM S-8​REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933​UNIQURE N.V.(Exact Name of Registrant as Specified in its Charter)​

Netherlands	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Paasheuvelweg 25a, 1105 BP Amsterdam, The Netherlands	N/A
(Address of Principal Executive Offices)	(Zip Code)

​uniQure N.V. Amended and Restated 2014 Share Incentive Plan (Full Title of the Plan)​Matthew KapustaChief Executive Officer1 Hartwell PlaceLexington, MA 02421(Name and Address of Agent For Service)​Tel: +1 339 970 7000(Telephone Number, Including Area Code, of Agent For Service)​​Copies to:​Jeannette PottsChief Legal Officer1 Hartwell PlaceLexington, MA 02421+1 339 970 7000​Timothy J. CorbettBenjamin SteinMorgan, Lewis & Bockius LLPOne Federal StreetBoston, MA 02110+1 617 341 7700s​​Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.​

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

​If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐​​

​

EXPLANATORY NOTE​This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by uniQure N.V. (the “Registrant”) solely for the purpose of registering an additional 2,400,000 ordinary shares, par value €0.05 per share, of the Registrant (the “Ordinary Shares”) to be offered to participants under the Registrant’s Amended and Restated 2014 Share Incentive Plan, which was originally adopted at the annual general meeting of the Registrant’s shareholders on January 9, 2014 and was subsequently amended or amended and restated, as applicable, as of June 10, 2015, June 15, 2016, June 13, 2018, June 16, 2021, November 15, 2023, June 18, 2024 and June 11, 2025 (as so amended or as amended and restated to date, the “2014 Plan”). ​On April 15, 2025, an amendment to the 2014 Plan (in the form then in effect) was approved by the board of directors of the Registrant and was subsequently approved by the Registrant’s shareholders at its annual general meeting on June 11, 2025 to increase the number of Ordinary Shares reserved for issuance under the 2014 Plan by an additional 2,400,000 shares. ​The Ordinary Shares registered hereby are in addition to and of the same class as those on the Registrant’s registration statements on Form S-8 registering (i) 1,531,471 Ordinary Shares issuable under 2014 Plan previously filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2014 (File No. 333-197887), (ii) 4,070,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on May 15, 2017 (File No. 333-218005), (iii) 3,000,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on June 14, 2018 (File No. 333-225629), (iv) 4,000,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on July 20, 2021 (File No. 333-258036), (v) 1,750,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on February 28, 2024 (File No. 333-277439) and (vi) 1,500,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on August 1, 2024 (File No. 333-281165 (collectively, the “Previous Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Previous Registration Statements and the contents incorporated by reference therein are hereby incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.​

​​​PART II​INFORMATION REQUIRED IN THE REGISTRATION STATEMENT​Item 3. Incorporation of Documents by Reference.​The following documents are incorporated herein by reference:​(a) The Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 2024 filed with the Commission on February 27, 2025; ​ (b) The Registrant’s Quarterly Reports on Form 10-Q filed with the Commission on May 9, 2025; ​(c) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 from the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 28, 2025; (d) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 8, 2025, April 16, 2025 and June 13, 2025; and ​(e) The description of the securities contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-36294) filed with the Commission on January 31, 2014, under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), including any amendment or report filed for the purpose of updating such description.​All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.​Item 8. Exhibits.​A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes the signature page hereto and is incorporated herein by reference.​​​

EXHIBIT INDEX​

Number		Description
5.1*		Opinion of Rutgers & Posch N.V., counsel to the Registrant
23.1*		Consent of Rutgers & Posch N.V. (included in Exhibit No. 5.1)
23.2*		Consent of KPMG Accountants N.V., Independent Registered Public Accounting Firm
24.1*		Power of attorney (included on the signature pages of this Registration Statement on Form S-8)
99.1	​	Amended and Restated 2014 Share Incentive Plan of the Registrant (incorporated by reference to Exhibit No. 10.1to the Registrant’s Current Report on Form 8-K filed on June 13, 2025 (File No. 001-36294).
107*		Filing Fee Table

​* Filed herewith.​​

SIGNATURES​Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, the Netherlands, on June 30, 2025.​

		​
UNIQURE N.V.		​
		​
By:	/s/ Matthew Kapusta	​
	Matthew Kapusta	​
	Chief Executive Officer	​

​​​

POWER OF ATTORNEY AND SIGNATURES​KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Kapusta and Christian Klemt, and each of them, as his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.​Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.​

Signatures		Title		Date
​	​	​	​	​
/s/ Matthew Kapusta	​	Chief Executive Officer and Director	​	June 30, 2025
Matthew Kapusta	​	(Principal Executive Officer)	​	​
​	​	​	​	​
/s/ Christian Klemt	​	Chief Financial Officer	​	June 30, 2025
Christian Klemt	​	(Principal Financial Officer and Principal Accounting Officer)	​	​
​	​	​	​	​
/s/ Madhavan Balachandran	​	Director	​	June 30, 2025
Madhavan Balachandran	​	​	​	​
​	​	​	​	​
/s/ Robert Gut	​	Director	​	June 30, 2025
Robert Gut	​	​	​	​
​	​	​	​	​
/s/ Rachelle Jacques	​	Director	​	June 30, 2025
Rachelle Jacques	​	​	​	​
​	​	​	​	​
/s/ Jack Kaye	​	Director	​	June 30, 2025
Jack Kaye	​	​	​	​
​	​	​	​	​
/s/ David Meek	​	Director	​	June 30, 2025
David Meek	​	​	​	​
​	​	​	​	​
/s/ Leonard Post	​	Director	​	June 30, 2025
Leonard Post	​	​	​	​
​	​	​	​	​
/s/ Jeremy P. Springhorn	​	Director	​	June 30, 2025
Jeremy P. Springhorn	​	​	​	​

​​​​​

AUTHORIZED UNITED STATES REPRESENTATIVE​Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on June 30, 2025.​

UNIQURE, INC.		​
		​
By:	/s/ Jeannette Potts	​
Name: Jeannette Potts		​
Title: Chief Legal Officer		​

​

FAQ

How many additional shares is uniQure (QURE) registering on this S-8?

The company is registering 2,400,000 ordinary shares for its 2014 Share Incentive Plan.

What is the purpose of uniQure's 2014 Share Incentive Plan?

The plan provides equity-based compensation to employees, officers, and directors to promote retention and performance.

When did shareholders approve the increase in shares for the plan?

Shareholders approved the additional shares at the 11 June 2025 Annual General Meeting.

Does the S-8 filing raise cash for uniQure?

No. A Form S-8 merely registers shares for employee compensation and does not involve a capital raise.

Could this filing dilute existing uniQure shareholders?

Yes, if all 2.4 million shares are granted and exercised, it would increase the share count and dilute existing holdings.