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Equity-Based Compensation | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | 10. Equity-Based Compensation 2018 Stock Option and Grant Plan In November 2018, the Company adopted, and its stockholders approved, the 2018 Stock Option and Grant Plan (the “2018 Plan”), which provides for the granting of stock options and other equity-based awards at the discretion of the Board of Directors or any subcommittee of the Board of Directors to the Company’s employees, officers, directors, and independent contractors. No further grants will be made under the 2018 Plan. However, the 2018 Plan will continue to govern outstanding equity awards granted thereunder. To the extent outstanding options granted under the 2018 Plan are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2018 Plan, the number of shares underlying such awards will be available for future grant under the 2020 Stock Option and Incentive Plan. 2020 Stock Option and Incentive Plan In August 2020, the Company and its stockholders approved the 2020 Stock Option and Incentive Plan (the “2020 Plan”), which became effective on August 20, 2020. The 2020 Plan replaced the 2018 Plan as the Company’s Board of Directors has determined not to make additional awards under the 2018 Plan following the closing of the Company’s IPO. The 2020 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The Company initially reserved 4,457,370 shares of its common stock for the issuance of awards under the 2020 Plan, which includes the shares of common stock remaining available for issuance under its 2018 Plan as of the business day immediately prior to the effective date of the registration statement. The 2020 Plan provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2021 and each January 1 thereafter, by 4% of the Company’s outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. These limits are subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. In June 2024, in connection with the Co mpany's 2024 annual shareholder meeting, shareholders approved an amendment to the 2020 stock option plan that redefined the definition of common stock outstanding for the purposes of calculating the annual increase to the shares available for issuance. After the amendment, outstanding equity includes all outstanding common shares as well as outstanding pre-funded warrants. As of September 30, 2025, there were an aggregate of 4,138,724 shares remaining available for future grants. 2020 Employee Stock Purchase Plan In August 2020, the Company and its stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective August 20, 2020. The 2020 ESPP initially reserved and authorized the issuance of up to a total of 445,653 shares of common stock to participating employees. The 2020 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2021 and each January 1 thereafter through January 1, 2030, by the lesser of (i) 438,898 shares of common stock, (ii) 1% of the Company’s outstanding number of shares of common stock on the immediately preceding December 31 or (iii) such lesser number of shares of common stock as determined by the administrator of the 2020 ESPP. The number of shares reserved under the 2020 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of September 30, 2025, there were an aggregate 2,318,998 shares remain ing available for future grants. Stock Options A summary of stock option activity under the 2020 Plan for service and performance based vesting conditions during the nine months ended September 30, 2025 is as follows (in thousands except share and per share data):
|  | Number of Options Outstanding |  |  | Weighted Average Strike Price per Option |  |  | Weighted Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value |
Outstanding at December 31, 2024 |  |  | 9,447,790 |  |  | $ | 32.73 |  |  |  | 7.37 |  |  | $ | 97,715 |
Granted |  |  | 2,334,339 |  |  |  |  |  |  |  |  |  |
Exercised |  |  | (629,222 | ) |  |  |  |  |  |  |  |  |
Forfeited |  |  | (609,314 | ) |  |  |  |  |  |  |  |  |
Outstanding at September 30, 2025 |  |  | 10,543,593 |  |  | $ | 33.03 |  |  |  | 7.24 |  |  | $ | 250,055 |
Exercisable at September 30, 2025 |  |  | 7,019,386 |  |  | $ | 31.89 |  |  |  | 6.41 |  |  | $ | 174,944 |
The intrinsic value of stock options exercised during the three months ended September 30, 2025 and 2024 was $8.6 million and $10.4 million, respectively. The intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was $16.0 million and $19.0 million, respectively. The weighted-average fair value of options granted during the three months ended September 30, 2025 and 2024 was $33.67 and $29.36 respectively. The weighted-average fair value of options granted during the nine months ended September 30, 2025 and 2024 was $22.73 and $26.03 respectively. As of September 30, 2025, the total unrecognized stock-based compensation expense for unvested stock options was $73.5 million, with a weighted average recognition period of 2.1 years. During the first quarter of 2025, the Company began granting performance stock options, or PSOs, under the Company’s 2020 Stock Option and Incentive Plan to certain key employees of the Company, including the Company’s executive officers and management team. The total number of PSOs that may vest will range from 0 to a maximum of 100% of the target number of options granted. The PSOs will vest in three separate installments based upon the achievement of three clinical milestones. The achievement of one clinical milestone will result in the vesting of 40% of the Target Amount, the achievement of a second clinical milestone will result in the vesting of 40% of the Target Amount and the achievement of third clinical milestones will result in the vesting of 20% of the Target Amount. None of the PSOs with respect to the clinical milestone objective may vest prior to the first anniversary of the grant date. During the nine months ended September 30, 2025, the Company granted 88,000 PSOs with a weighted average strike price of $30.17. As of September 30, 2025, there are 88,000 PSOs outstanding with a weighted average strike price of $30.17. As of September 30, 2025 the Company has concluded that it is not deemed probable that the clinical milestone based performance conditions will be achieved, and as such, no stock based compensation has been recorded for PSOs. The following table outlines our equity-based compensation expense for stock options for the three and nine months ended September 30, 2025 and 2024:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Research and development |  | $ | 5,919 |  |  | $ | 5,950 |  |  | $ | 17,615 |  |  | $ | 16,925 |
General and administrative |  |  | 6,626 |  |  |  | 6,432 |  |  |  | 18,891 |  |  |  | 18,060 |
Total equity-based compensation |  | $ | 12,545 |  |  | $ | 12,382 |  |  | $ | 36,506 |  |  | $ | 34,985 |
The weighted-average assumptions that the Company used in the Black-Scholes option pricing model to determine the grant date fair value of stock options granted to employees and non-employees for the three and nine months ended September 30, 2025 and 2024 were as follows:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Expected term (in years) |  |  | 6.08 |  |  |  | 6.08 |  |  |  | 5.86 |  |  |  | 5.79 |
Volatility |  |  | 94 | % |  |  | 67 | % |  |  | 79 | % |  |  | 65 | %
Risk-free interest rate |  |  | 3.81 | % |  |  | 3.69 | % |  |  | 3.98 | % |  |  | 4.12 | %
Dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
Restricted Stock Units The Company has granted shares of restricted stock units with service-based and performance-based vesting conditions. A summary of restricted stock activity during the nine months ended September 30, 2025 is as follows:
|  | Number of Units Outstanding |  |  | Grant Date Fair Value per Share |
Unvested at December 31, 2024 |  |  | 749,604 |  |  | $ | 32.24 |
Granted |  |  | 1,048,773 |  |  |  | 33.00 |
Vested |  |  | (278,130 | ) |  |  | 29.75 |
Forfeited |  |  | (154,235 | ) |  |  | 32.04 |
Unvested at September 30, 2025 |  |  | 1,366,012 |  |  | $ | 33.35 |
During the first quarter of 2025, the Company began granting restricted stocks units with performance-based vesting conditions, or performance stock units ("PSUs") under the Company’s 2020 Stock Option and Incentive Plan to certain key employees of the Company, including the Company’s executive officers and management team. The total number of PSUs that may vest will range from 0 to a maximum of 100% of the target number of options granted. The PSUs will vest in three separate installments based upon the achievement of three clinical milestones. The achievement of one clinical milestone will result in the vesting of 40% of the Target Amount, the achievement of a second clinical milestone will result in the vesting of 40% of the Target Amount and the achievement of third clinical milestones will result in the vesting of 20% of the Target Amount. None of the PSUs with respect to the clinical milestone objective may vest prior to the first anniversary of the grant date. During the three months ended September 30, 2025 and 2024, the Company did no t grant any restricted stock units with performance based vesting conditions. During the nine months ended September 30, 2025 and 2024, the Company granted 285,723 and zero restricted stock units, respectively with performance based vesting conditions. As of September 30, 2025, the Company has concluded that it is not deemed probable that the clinical milestone based performance conditions will be achieved, and as such, no stock based compensation has been recorded for PSUs. During the three months ended September 30, 2025 and 2024, the Company granted 243,950 and 152,288 restricted stock units, respectively, with service based vesting conditions. During the nine months ended September 30, 2025 and 2024, the Company granted 763,050 and 396,272 restricted stock units, respectively with service based vesting conditions. As of September 30, 2025, the total unrecognized stock-based compensation expense for unvested restricted stock was $31.3 million with a weighted average recognition period of 2.8 years. During the three months ended September 30, 2025 the Company recognized approximately $2.8 million of expense for restricted stock of which $2.3 million and $0.5 million was recorded in research and development and general and administrative expense, respectively. During the nine months ended September 30, 2025 the Company recognized approximately $8.0 million of expense for restricted stock of which $5.8 million and $2.2 million was recorded in research and development and general and administrative expense, respectively. During the three months ended September 30, 2024 the Company recognized approximately $2.3 million of expense for restricted stock of which $1.5 million and $0.8 million was recorded in research and development and general and administrative expense, respectively. During the nine months ended September 30, 2024 the Company recognized approximately $5.6 million of expense for restricted stock of which $3.6 million and $2.0 million was recorded in research and development and general and administrative expense, respectively. Equity-Based Compensation Expense Total equity-based compensation expense recorded as research and development and general and administrative expenses for employees, directors, and non-employees during the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Research and development |  | $ | 8,360 |  |  | $ | 7,604 |  |  | $ | 23,943 |  |  | $ | 20,944 |
General and administrative |  |  | 7,442 |  |  |  | 7,300 |  |  |  | 21,508 |  |  |  | 20,269 |
Total equity-based compensation |  | $ | 15,802 |  |  | $ | 14,904 |  |  | $ | 45,451 |  |  | $ | 41,213 |

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