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Equity Acquired, Not GrantedNarrow moat

Bending Spoons (BSP) — moat facet

Bending Spoons employees buy their options by giving up cash salary, which is why stock pay has diluted shareholders by about one and a half percent a year instead of the usual several.

Bending Spoons pays its people in a way almost nothing else in this collection does. Under the heading of equity acquired, not granted, Spooners are offered the opportunity to acquire Bending Spoons equity at a discount to fair market value by forgoing a corresponding portion of cash compensation1, so equity ownership results from an explicit cash trade-off rather than from an automatic grant of stock options or restricted stock units2. The company says this helps mitigate the risk of value-destroying shareholder dilution3.

Annual dilution from equity compensation (%)2.8%20230.9%20240.8%20250.5%Q1 2026Bending Spoons Form 424B4; the 2023 to Q1 2026 average was 1.5% a year
Under one percent a year since 2024.

Participation is high. In 2025, 84% of eligible team members chose to convert a portion of their cash salary into stock options, and the average portion converted was 28%4. Equity is acquired at the top company level rather than at a subsidiary5, so everyone owns the same thing.

The dilution numbers are the point. From 2023 through the first quarter of 2026, dilution from equity compensation averaged 1.5% per year6, running 2.8% in 2023, 0.9% in 2024, 0.8% in 2025 and 0.5% in the first quarter of 20267. Dilution from equity financing was much larger over the same period, at 8.9%, 8.1%, 2.5% and 0.4%8.

The reported expense is modest in relation to the business: equity compensation expense was $14.306 million in the second quarter of 2026 and $42.984 million in the first half9, against revenue of $1.305 billion in the half10. Stock options outstanding were 36,348,579 with $9 million of unrecognised cost11.

The contrast with the dilution from raising money is the point of the policy. Equity financing diluted shareholders 8.9% in 2023, 8.1% in 2024, 2.5% in 2025 and 0.4% in the first quarter of 202612, many times the 1.5% average from compensation13. The company has chosen to fund itself with debt and, once, with an offering, rather than with shares issued to employees.

For a software group this is genuinely unusual, and it is the part of the Platform most clearly in shareholders' favour. Equity compensation expense against revenue is the measure: if it climbs toward what listed software companies normally report, the trade-off has quietly become a grant.

Moat trajectory: Holding steady

84% participation, 28% of salary converted, 1.5% average annual dilution.

The number that tests this moat
Reported
Equity compensation expense, latest quarter
$14.3M in Q2 2026, $43.0M in the half

Whether the cash-for-equity trade holds; growth toward normal software levels would mean it has become an ordinary grant.

Source: Bending Spoons Q2 2026 financial statements ↗
⚠ Threats to the moat
⚠ THREAT 01
Fifteen Point Six Percent Leave on Purpose
Fifteen of every hundred Spooners leave because Bending Spoons decided they should, which is a policy that gets harder to run as a company spreads…
References
  1. ReportedUnder the heading of equity acquired, not granted, Spooners are offered the opportunity to acquire Bending Spoons equity at a discount to fair market value by forgoing a corresponding portion of cash compensation, so equity ownership results from an explicit cash trade-off rather than from an automatic grant of stock options or restricted stock units.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  2. ReportedUnder the heading of equity acquired, not granted, Spooners are offered the opportunity to acquire Bending Spoons equity at a discount to fair market value by forgoing a corresponding portion of cash compensation, so equity ownership results from an explicit cash trade-off rather than from an automatic grant of stock options or restricted stock units.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  3. ReportedThe company says this helps mitigate the risk of value-destroying shareholder dilution.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  4. ReportedIn 2025, 84% of eligible team members chose to convert a portion of their cash salary into stock options, and the average portion converted was 28%.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  5. ReportedEquity is acquired at the top company level rather than at a subsidiary, so everyone owns the same thing.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the audited consolidated financial statements, the Q1 2026 interim and the MD&A on results of operations and tax. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  6. ReportedFrom 2023 through the first quarter of 2026, dilution from equity compensation averaged 1.5% per year, running 2.8% in 2023, 0.9% in 2024, 0.8% in 2025 and 0.5% in the first quarter of 2026.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  7. ReportedFrom 2023 through the first quarter of 2026, dilution from equity compensation averaged 1.5% per year, running 2.8% in 2023, 0.9% in 2024, 0.8% in 2025 and 0.5% in the first quarter of 2026.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  8. ReportedDilution from equity financing was much larger over the same period, at 8.9%, 8.1%, 2.5% and 0.4%.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  9. ReportedThe reported expense is modest in relation to the business: equity compensation expense was $14.306 million in the second quarter of 2026 and $42.984 million in the first half, against revenue of $1.305 billion in the half.
    Bending Spoons unaudited condensed consolidated financial statements for the quarter and half-year ended 30 June 2026, Form 6-K exhibit 99.2 - income statement, balance sheet, cash flow, revenue disaggregation, debt note, segment note and the initial-public-offering note. — Q2 2026 · publ. 13 August 2026 · source ↗
  10. ReportedThe reported expense is modest in relation to the business: equity compensation expense was $14.306 million in the second quarter of 2026 and $42.984 million in the first half, against revenue of $1.305 billion in the half.
    Bending Spoons unaudited condensed consolidated financial statements for the quarter and half-year ended 30 June 2026, Form 6-K exhibit 99.2 - income statement, balance sheet, cash flow, revenue disaggregation, debt note, segment note and the initial-public-offering note. — Q2 2026 · publ. 13 August 2026 · source ↗
  11. ReportedStock options outstanding were 36,348,579 with $9 million of unrecognised cost.
    Bending Spoons unaudited condensed consolidated financial statements for the quarter and half-year ended 30 June 2026, Form 6-K exhibit 99.2 - income statement, balance sheet, cash flow, revenue disaggregation, debt note, segment note and the initial-public-offering note. — Q2 2026 · publ. 13 August 2026 · source ↗
  12. ReportedEquity financing diluted shareholders 8.9% in 2023, 8.1% in 2024, 2.5% in 2025 and 0.4% in the first quarter of 2026, many times the 1.5% average from compensation.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the audited consolidated financial statements, the Q1 2026 interim and the MD&A on results of operations and tax. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  13. ReportedEquity financing diluted shareholders 8.9% in 2023, 8.1% in 2024, 2.5% in 2025 and 0.4% in the first quarter of 2026, many times the 1.5% average from compensation.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the audited consolidated financial statements, the Q1 2026 interim and the MD&A on results of operations and tax. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
Sources
Generated October 20, 2026