XML 52 R29.htm IDEA: XBRL DOCUMENT
v3.26.1

Share-based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2025
Share-based Compensation |
Share-based Compensation | 22. Share-based Compensation Compensation expenses recognized for share-based awards granted by the Company were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Year Ended December 31,
​ | ​ ​ ​ | 2023 | ​ ​ ​ | 2024 | ​ ​ ​ | 2025
Cost of sales |  | 83,972 | ​ | 71,779 | ​ | 57,954
Research and development expenses |  | 1,517,206 | ​ | 1,296,136 | ​ | 1,129,859
Selling, general and administrative expenses |  | 767,863 | ​ | 560,597 | ​ | 602,914
Total |  | 2,369,041 | ​ | 1,928,512 | ​ | 1,790,727
​ There was no income tax benefit recognized in the consolidated statements of comprehensive loss for share-based compensation expenses and the Group did not capitalize any of the share-based compensation expenses as part of the cost of any assets in the years ended December 31, 2023, 2024 and 2025. (a) NIO Incentive Plans In 2015, the Company adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which allows the plan administrator to grant share options and restricted shares of the Company to its employees, directors, and consultants. The Company granted both share options and restricted shares to the employees. In 2016, 2017, 2018 and 2024, the Board of Directors further approved the 2016 Stock Incentive Plan (the “2016 Plan”), the 2017 Stock Incentive Plan (the “2017 Plan”), the 2018 Stock Incentive Plan (the “2018 Plan”) and the 2024 Stock Incentive Plan (the “2024 Plan”), which provide for share options and restricted shares. The share options and the restricted shares vest immediately or over a period of one to five years of continuous service and achieved performance target and the stock options are exercisable over a maximum period of 10 years. The Group recognized the share options and restricted shares of the Company granted to the employees of the Group on a straight-line basis over the vesting term of the awards, net of estimated forfeitures. (i) Share Options The following table summarizes activities of the Company’s share options under the 2016, 2017 and 2018 Plans for the year ended December 31, 2025: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | ​ | ​ ​ ​ | Weighted | ​ ​ ​ | Weighted | ​ ​ ​ | ​
​ | ​ | Number of | ​ | Average | ​ | Average | ​ | Aggregate
​ | ​ | Options | ​ | Exercise | ​ | Remaining | ​ | Intrinsic
​ | ​ ​ ​ | Outstanding | ​ ​ ​ | Price | ​ ​ ​ | Contractual Life | ​ ​ ​ | Value
​ | ​ | ​ | ​ | US$ | ​ | In Years | ​ | US$
Outstanding as of December 31, 2024 |  | 52,060,649 | ​ | 3.55 | ​ | 2.60 | ​ | 100,420
Granted |  | — | ​ | — | ​ | — | ​ | —
Exercised |  | (7,965,157) | ​ | 2.06 | ​ | — | ​ | —
Cancelled |  | (15,780) | ​ | 43.97 | ​ | — | ​ | —
Expired |  | (811,075) | ​ | 22.76 | ​ | — | ​ | —
Outstanding as of December 31, 2025 |  | 43,268,637 | ​ | 3.45 | ​ | 2.24 | ​ | 110,655
Vested and expected to vest as of December 31, 2025 |  | 43,197,261 | ​ | 3.45 | ​ | 2.25 | ​ | 110,462
Exercisable as of December 31, 2025 |  | 41,781,637 | ​ | 3.49 | ​ | 2.20 | ​ | 106,626
​ The aggregate intrinsic value in the table above represents the aggregate difference between the Company’s closing stock price on the last trading day of the period and the exercise price for the underlying awards. The total intrinsic value of options exercised during the years ended December 31, 2023, 2024 and 2025 were RMB279,327, RMB145,022 and RMB226,960, respectively. The weighted-average grant date fair value for options granted under the Company’s 2016, 2017 and 2018 Plans during the years ended December 31, 2023 and 2024 was US$6.66 and US$3.64 respectively, computed using the binomial option pricing model with the assumptions (or ranges thereof) in the following table: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | 2023 | ​ ​ ​ | 2024 | ​ ​ ​
Exercise price (US$) |  | 2.39 | ​ | - | 2.39 | ​ | 2.39 | ​ | - | 2.39 |
Fair value of the ordinary shares on the date of option grant (US$) |  | 8.51 | ​ | - | 8.51 | ​ | 5.48 | ​ | - | 5.48 |
Risk-free interest rate |  | 3.70 | % | - | 3.70 | % | 4.14 | % | - | 4.14 | %
Exercise multiple | ​ | ​ | ​ | ​ | 2.5 | x | ​ | ​ | ​ | 2.5 | x
Expected dividend yield |  | ​ | ​ | ​ | 0 | % | ​ | ​ | ​ | 0 | %
Expected volatility |  | ​ | ​ | ​ | 57 | % | ​ | ​ | ​ | 62 | %
Expected forfeiture rate (post-vesting) |  | ​ | ​ | ​ | 1.8 | % | ​ | ​ | ​ | 6.09 | %
​ For the year ended December 31, 2025, no options were granted under the Company’s 2016, 2017 and 2018 Plans. In December 2025, the Company extended the contractual term of certain stock options under the 2015 Plan and 2018 Plan. These modification did not have material impact to the consolidated financial statements. Risk-free interest rate is estimated based on the yield curve of US Sovereign Bond as of the option valuation date. The expected volatility at the grant date and each option valuation date is estimated based on annualized standard deviation of daily stock price return of comparable companies with a time horizon close to the expected expiry of the term of the options. The Company has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. Expected term is the contract life of the options. As of December 31, 2025, the unrecognized compensation expenses related to the stock options was not material. (ii) Restricted shares The fair value of each restricted share granted with service conditions is estimated based on the fair market value of the underlying ordinary shares of the Company on the date of grant. The following table summarizes activities of the Company’s restricted shares under the 2016, 2017, 2018 and 2024 Plan for the year ended December 31, 2025: ​
​ | ​ | ​ | ​ | ​
​ | ​ | Number of Restricted | ​ | Weighted Average
​ | ​ ​ ​ | Shares Outstanding | ​ ​ ​ | Grant Date Fair Value
​ | ​ | ​ | ​ | US$
Unvested at December 31, 2024 |  | 61,852,743 | ​ | 10.96
Granted | ​ | 31,294,180 | ​ | 4.36
Vested |  | (28,389,949) | ​ | 11.51
Forfeited |  | (16,761,193) | ​ | 8.88
Unvested at December 31, 2025 |  | 47,995,781 | ​ | 7.06
​ As of December 31, 2025, there was RMB1,459,664 of unrecognized compensation expenses related to restricted shares granted to the employees, which is expected to be recognized over a weighted-average period of 2.72 years, respectively. (b) Share-based compensation of subsidiaries In November 2021, a subsidiary of the Company (“Subsidiary A”) adopted the 2021 Share Incentive Plan (the “A Plan”) which allows Subsidiary A to grant share options to its employees. Under the A plan, the share options have a contractual term of ten years from the grant date, and vest over a period of four years of continuous service, one fourth (1/4) of which vest upon the first anniversary of the stated vesting commencement date and the remaining vest ratably over the following 36 months. Before the completion of Subsidiary A’s possible future initial public offering and listing, its employees are entitled to convert the vested share options to the Class A ordinary shares of the Company at a fixed conversion rate. The corresponding share options will be cancelled if the conversion right is exercised. The following table summarizes activities of A Plan for the year ended December 31, 2025: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Weighted | ​ | ​
​ | ​ | Number of | ​ | Average | ​ | Average | ​ | Aggregate
​ | ​ | Options | ​ | Exercise | ​ | Remaining | ​ | Intrinsic
​ | ​ | Outstanding | ​ | Price | ​ | Contractual Life | ​ | Value
​ | ​ ​ ​ | ​ | ​ ​ ​ | US$ | ​ ​ ​ | In Years | ​ ​ ​ | US$
Outstanding as of December 31, 2024 |  | 43,094,529 | ​ | 0.00001 | ​ | 8.09 | ​ | 47,950
Granted | ​ | 9,671,262 | ​ | 0.00001 | ​ | — | ​ | —
Exercised | ​ | (13,019,681) | ​ | — | ​ | — | ​ | —
Forfeited | ​ | (2,693,382) | ​ | — | ​ | — | ​ | —
Outstanding as of December 31, 2025 | ​ | 37,052,728 | ​ | 0.00001 | ​ | 7.95 | ​ | 36,870
​ For the years ended December 31, 2023, 2024 and 2025, the weighted average grant date fair values of options granted were US$1.10, US$1.10 and US$1.10 per share, respectively. The estimated fair value of each option granted is estimated on the date of grant using the binominal option-pricing model with the assumptions (or ranges thereof) in the following table: ​
​ | ​ | ​ | ​
​ | ​ ​ ​ | For the Year Ended |
​ | ​ | December 31, |
​ | ​ | 2023, 2024 and 2025 |
Fair value of the ordinary shares on the date of option grant (US$) |  | 1.00-1.01 | ​
Risk-free interest rate |  | 1.58 | %
Expected term (in years) |  | 10 | ​
Expected dividend yield |  | 0 | %
Expected volatility |  | 52 | %
Expected forfeiture rate (post-vesting) |  | 2 | %
​ As of December 31, 2025, there was RMB264,084 of unrecognized share-based compensation expenses related to the share options granted. The expenses were expected to be recognized over a weighted-average period of 2.44 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration