Following hard bargaining between Viva Wallet founder Haris Karonis (through WeRealize) and JPMorgan, shareholders have finally approved the renewal and amendment of the company’s Employee Stock Ownership Plan (ESOP). The scheme—one of Viva Wallet’s main tools for rewarding, motivating and retaining employees—has once again exposed the uneasy relationship between the fintech group’s two key shareholders.
The decision was taken at the company’s General Assembly on 16 February 2026 and provides for the extension and modification of the ESOP, which management considers essential to maintaining alignment between employees and the group’s long-term strategic goals. According to the company, the existing plan had gradually lost part of its effectiveness. Low Fair Market Values (FMV) calculated by an appraiser appointed by JPMorgan, combined with a deterioration in market perceptions of the company’s valuation following recent public announcements, created a widening gap between external valuation signals and Viva Wallet’s underlying growth trajectory. Management argued that these conditions had rendered the incentive program financially ineffective at a time when the group is undergoing a broader strategic transformation.
The need to extend the plan had already been raised in October 2025, as the previous program was due to expire on 31 December of that year. However, procedural objections and repeated postponements delayed the decision, creating uncertainty around the company’s incentive framework during what executives described as a particularly sensitive phase for the business.
In a meeting on 20 November 2025, Viva Wallet’s board of directors approved a series of proposed amendments aimed at restoring the functionality of the ESOP and adapting it to the company’s strategic roadmap for the 2026–2028 period. The changes included extending the duration of the program until 31 December 2028 and introducing a new mechanism governing when stock option rights would be triggered.
Under the proposal put forward by management, those rights would be activated only in the event of a transfer of shares by the majority shareholder and provided that the company’s valuation did not fall below €3 billion. According to the company, the threshold was based on independent valuation assessments, including analyses by advisory firms Mazars and Houlihan Lokey, as well as broader market benchmarks and employee expectations.
JPMorgan, however, did not fully support this approach. While the bank agreed with extending the ESOP until the end of 2028, it opposed the inclusion of the €3 billion valuation floor. The disagreement led the company to submit two alternative versions of the program for approval—one including the valuation threshold, as proposed by management, and another without it, reflecting JPMorgan’s preference.
Ultimately, shareholders unanimously approved the three-year extension of the ESOP. Yet the process that preceded the vote once again highlighted the differing priorities of Viva Wallet’s two main shareholders and the tensions that continue to shape their relationship. The final implementation and detailed terms of the program will now be determined by the company’s board of directors, as Viva Wallet seeks to redefine its strategy for the coming years.
