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Europe's Helsing Moves to Phantom Shares as Dragoneer Leads €1 Billion Investment

Published Jul 11, 2026
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Summary:
  • Helsing replaced its traditional ESOP with a virtual stock option plan in May 2026.
  • The change came just before a €1 billion investment round led by Dragoneer.
  • Employees face worse tax treatment and fewer rights under the new VSOP.

Why the Change Happened

In June 2025, Helsing altered its legal registration from a German entity to a European one, a common precursor to an IPO. That legal shift forced the startup to adjust its incentive scheme. In an emailed statement, Helsing said "the incentive scheme had to be adjusted to ensure that former employees holding ESOPs could continue to participate in the company's growth."

The company told staff that a "vast majority" of workers accepted the change. The new compensation structure that Helsing adopted is called a virtual stock option plan, also referred to as a VSOP.

How the New Plan Stacks Up

Frederik Mijnhardt, who runs Secfi, a firm that helps startup founders and employees manage their wealth, commented: "Europe is notoriously hard around equity compensation with a myriad of rules and different tax implications. The simplicity of issuing a phantom stock versus a real stock is a big reason why companies implement them. But VSOPs are rarely better for the employee, with less formal rights and generally worse tax treatment."

Helsing's Rapid Growth and the Talent Challenge

Founded in 2021, Helsing rose to prominence as a leading European defense startup following Russia's full-scale invasion of Ukraine. Initially, the company created AI software for armed forces, then launched attack drones in 2024. After that, it expanded into naval ships and larger planes, earning the label 'neo-prime' - a modern defense firm offering a wide range of military hardware similar to Anduril.

Helsing has completed multiple fundraising rounds and attracted high-profile investors such as Spotify's Daniel Ek and VCs General Catalyst and Accel. In earlier years, Helsing raised €600 million in 2025, following a €450 million round in 2024, with Ek's Prima Materia leading the later investment. Since 2023, when Helsing was valued at €1.7 billion, the company has not revealed any updated valuation.

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Earlier this year, Helsing secured a €270 million government contract for its drones in Germany, and this week a separate €223 million deal to build experimental combat software was approved. The European defense startup landscape has grown increasingly competitive, with companies like Quantum Systems and Stark Defence also attracting government contracts and venture capital. Retaining skilled engineers is critical, and Helsing's move to a VSOP could make it harder to compete against rivals offering traditional equity.

The defense tech sector in Europe has seen a surge in funding and government contracts since the war in Ukraine, with startups like Helsing at the forefront. However, retaining skilled engineers remains a challenge as companies like Anduril in the US offer lucrative equity packages. Helsing's shift to phantom shares may save on administrative complexity but could backfire if employees perceive the new options as less valuable.

Helsing, which has positioned itself as the symbol of Europe's defense overhaul, will now see whether this move can keep its staff from leaving in a cash-rich, competitive sector.

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