OPay Limited, the Nigerian digital payments company seeking a listing on the New York Stock Exchange, has disclosed in its registration statement that it has no history of granting employee stock options, despite being founded in 2017 and employing 992 people as of June 30, 2026.
OPay had no broad-based employee equity programme until April 2026. That puts it outside standard practice for technology companies preparing to list in New York, where stock-based compensation is a near-universal feature of pre-IPO capital structures. It also raises a question about a recent Nigerian court case in which OPay cited a 2020 stock option plan. The F-1 does not mention that plan. It says only that the company introduced its equity plan in April 2026.
The company’s Form F-1, filed with the US Securities and Exchange Commission on October 9, contains no share-based compensation expense in its consolidated statements of comprehensive (loss) income for 2024, 2025, or the first half of 2026. Its diluted earnings per share calculations include no options, and its employee benefits note describes only government-mandated defined contribution schemes.
The 2026 Plan: 168.7m shares reserved, no awards granted
The filing discloses that OPay’s board approved the 2026 Equity Incentive Plan in April 2026. The plan reserves 168,664,930 ordinary shares — 9.1 per cent of the company on an as-converted basis — for grants of restricted share units to employees, consultants and directors.
In connection with the plan’s establishment, OPay issued the 168.7m shares to Bloom Haven Limited, a British Virgin Islands company that holds them as trustee. The shares are already counted in the fully diluted share count and are held for future awards.
However, the filing states clearly: “As of the date of this prospectus, no participant had been granted any award under the 2026 Plan.”
The plan is administered by a special committee designated by the board, which has broad authority to select participants, determine vesting conditions and settle vested RSUs in shares, cash, or a combination. Participants have no voting rights with respect to the shares held by Bloom Haven, whether vested or not.
This omission has become important especially given the judgment in Oloso Kaokab Komisola v. OPay Limited, delivered on July 7, 2026 — three months before the IPO filing — which concerned a former in-house lawyer who joined OPay in June 2019 and received 100,000 share options under the 2020 Global Share Option Plan at an exercise price of $0.416 per unit, with 50 per cent vesting after 24 months of continuous service. Komisola left OPay in October 2022 and sued in the National Industrial Court of Nigeria for $1,479,200, claiming he had satisfied the vesting condition and attempted to exercise the options by email while still employed but was stonewalled. Justice Elizabeth A. Oji dismissed all claims, holding that an option is not a share and confers no ownership rights until exercised in strict compliance with the plan’s terms. Komisola could not produce the Exercise Notice, any acknowledgment of receipt from OPay, or payment confirmation; the court held that a notice to produce does not compel the recipient to hand over documents. His claim that the scheme amounted to “indirect modern slavery” was dismissed, with the judge observing that employee stock option programmes are a “legitimate and internationally recognised employee incentive scheme”.
What OPay’s financial statements show
Under US GAAP, companies that grant stock options or RSUs must recognise compensation expense based on the fair value of the awards. That expense flows through the income statement and is disclosed in the notes to the financial statements.
OPay’s income statement breaks operating expenses into nine categories: transaction-based expenses, provision for expected credit loss, interest and financial expenses, technology and development expenses, selling and marketing expenses, general and administrative expenses, customer support and operations, depreciation and amortisation, and hardware cost.
Share-based compensation is not a line item in any category. The notes to the financial statements contain no disclosure of stock-based compensation expense.
The company’s diluted earnings per share calculation includes only preferred shares as potentially dilutive securities. The weighted average number of ordinary shares used in the calculation — 498,722,353 — is identical across 2024, 2025, and the first half of 2026.
How this compares with recent US listings
OPay’s approach contrasts with that of other companies that have listed in New York in recent years.
Reddit, which went public on the NYSE in March 2024, had a long history of employee stock options. Twelve employees who exercised options between 2021 and 2023 collectively retained $2.6m in proceeds at IPO, keeping an average of approximately 76 per cent of the upside. Stock options at Reddit generally vest over four to five years and expire ten years from the grant date.
CAVA Group, which listed in June 2023, granted equity awards to named executive officers in connection with its IPO and adopted a 2023 Employee Stock Purchase Plan. The company’s compensation committee approved its first annual equity grants to named executive officers since the IPO in February 2025, consisting of an equal mix of time-vesting RSUs and non-qualified stock options.
Verisure plc, which listed on Nasdaq Stockholm in October 2025, granted one-off IPO Transition Awards to a broad base of employees in the form of RSUs under its Global Long Term Incentive Plan. Approximately 5.3 million shares were delivered to participants upon vesting.
SpaceX (Nasdaq, 2026)’s equity grants reached “deep into the organization,” down to welders, machinists, and factory workers. The IPO was expected to create more than 4,000 millionaires among current and former employees
In the US market specifically, recent IPO filings have included broad-based grants. One company granted restricted stock to all employees with at least one year of service, with a grant date value of $5,000 based on the IPO price, vesting on the third anniversary of the IPO.
The prevalence of such grants is reflected in market data. Across 16 Indian startups that listed on mainboard exchanges in 2025, employees monetised ESOPs worth a cumulative $1bn. Pine Labs, a fintech, granted ESOPs worth approximately ₹565 crore ($59.5m) in the four months leading up to its IPO, including a grant to its CEO valued at ₹243 crore ($25.5m)
Why equity compensation is standard for US-bound tech companies
Stock-based compensation is a core feature of the technology company compensation model in the United States. It is used to attract and retain employees in competitive labour markets, align employee interests with shareholder interests, and preserve cash for growth.
For companies preparing to list in New York, the SEC expects to see a capital structure that includes equity incentives. In reviewing a prospectus, the SEC typically makes inquiries about the methodology the company used when establishing the value of equity awards granted to employees during the 12 to 18 months prior to the IPO. Companies are required to confirm that equity award grant practices comply with securities laws, including Rule 701, which governs the issuance of equity to employees by private companies.
The absence of a pre-IPO equity programme can raise questions about how a company has retained key talent, particularly in competitive markets. It can also affect the company’s ability to attract employees after listing, when candidates may expect equity as part of their compensation package.
What OPay says about compensation
The filing’s “Compensation of Directors and Executive Officers” section states that the company paid an aggregate of $2.6m in cash to directors and executive officers in 2025. The fixed component of compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses.
The company states: “We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.”
Two co-CEOs, Stephen Wen and Lars Rahbaek Boilesen, hold direct share allocations rather than options. Wen holds 70,890,278 ordinary shares through Promise Horizon Limited, and Boilesen holds 40,300,000 ordinary shares through Prosperity Victory Limited. These holdings are disclosed under “Principal Shareholders” rather than in a share-based compensation note.
The filing also includes a bracketed provision for a directed share program, under which the underwriters may reserve a percentage of the ADSs being offered for sale at the offering price to directors, executive officers, employees, business associates and family members. This is a purchase at the IPO price, not a grant.
The implications
OPay’s lack of a disclosed historical ESOP has four practical consequences.
First, the F-1 does not mention the 2020 Global Share Option Plan anywhere — not the number of employees who received grants, not the exercise price, not what happened to the options. The Komisola judgment proves the plan existed and that at least one grant was made. US securities laws require disclosure of material equity compensation arrangements. If the 2020 Plan was material, its omission could attract SEC scrutiny. If it was immaterial, no disclosure may be required. The F-1 does not say either way, so investors cannot tell whether the omission is defensible or a gap.
Second, there is no overhang of vested options waiting to be exercised after the lock-up expires. The 168.7m shares reserved under the 2026 Plan are already issued and held by Bloom Haven Limited, so they are already reflected in the diluted share count. Future RSU settlements will not dilute existing shareholders further.
Third, OPay will need to compete for talent as a listed company. The 2026 Plan provides the mechanism to do so, but as of the IPO filing, no employee has received an award. Whether the company can grant equity at a pace that matches employee expectations — and whether 9.1 per cent of the company is sufficient — will be a question it faces after listing.
Fourth, OPay’s historical compensation model was cash-based, and that may have been sufficient for a private company of its size. The company pays fixed salaries and cash bonuses. Its technology and development expenses — which include personnel-related expenses — were US$79.6m in 2024, US$95.1m in 2025, and US$56.8m in the first half of 2026. These are cash costs. As of June 30, 2026, OPay had 992 employees, of whom 341 were in technology and product development. For a company operating at that scale, cash compensation may have been adequate to attract and retain staff in the Nigerian market, where equity compensation is less common than in Silicon Valley or London. But as a US-listed company competing for global talent, that model may no longer suffice.
The beneficiaries and the excluded
The IPO will crystallise gains for OPay’s founders and investors. Founder James Zhou’s 21.3 per cent stake would be worth approximately $852m at a $4bn valuation. Opera Limited’s 8.6 per cent stake would be worth approximately $344m. SoftBank’s 6.6 per cent stake would be worth approximately $264m.
Employees, as of the filing date, are not among the beneficiaries in any disclosed sense. The 2026 Plan reserves shares for them. The directed share program may allow them to buy at the IPO price. But the equity upside that is customary for employees at US-listed technology companies — and that was a feature of the compensation packages at Reddit, CAVA, PACS and Verisure — is not part of OPay’s disclosed history.
This article is based on OPay Limited’s Form F-1 registration statement filed October 9, 2026, including the audited consolidated financial statements for 2024 and 2025, the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2026, and the sections “Management — Share Incentive Plan,” “Management — Compensation of Directors and Executive Officers,” “Dilution,” and “Shares Eligible for Future Sale.” Comparisons are drawn from SEC filings and public disclosures by Reddit, CAVA Group, Verisure plc, and other recent IPO issuers.