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STOCK-BASED COMPENSATION | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Employee Stock Purchase Plan In July 2016, the Company commenced administration of the ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, or ESPP. Under the ESPP, participants can purchase common shares of the Company’s stock at a 15% discount on the lowest share price on the first day of the purchase period or the last day of the purchase period. During the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the ESPP. Subject to adjustment, the Amended and Restated ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, or Amended and Restated ESPP, authorized the issuance of an additional 500,000 shares. As of September 30, 2025, the Company had approximately 0.5 million shares of common stock available under the Amended and Restated ESPP. Stock Incentive Plan During the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the ANI Pharmaceuticals, Inc. Amended and Restated 2022 Stock Incentive Plan, or 2022 Stock Plan (such amendment, the “2025 Stock Plan Amendment” and the 2022 Stock Plan, after giving effect to the 2025 Stock Plan Amendment, the Amended 2022 Stock Plan. Subject to adjustment, the 2025 Stock Plan Amendment authorizes the issuance of an additional 750,000 shares. As of September 30, 2025, 1.9 million shares of common stock were available for issuance under the Amended 2022 Stock Plan. Stock Options Outstanding stock options to purchase shares of common stock are granted to employees and consultants generally vest over a period of four years and have 10-year contractual terms. Outstanding stock options granted to non-employee directors generally vest over a period of one to four years and have 10-year contractual terms. From time to time, stock options are granted to employees through an inducement grant outside of the Amended 2022 Stock Plan to induce prospective employees to accept employment with the Company (the “Inducement Grants”). The options are granted at an exercise price equal to the fair market value of a share of common stock on the respective grant date and are generally exercisable in four equal annual installments beginning on the first anniversary of the respective grant date. The grants are made pursuant to inducement grants outside of our stockholder approved equity plan as permitted under the Nasdaq Stock Market listing rules. Restricted Stock Awards Restricted stock awards (“RSAs”) granted to employees generally vest over a period of four years and RSAs granted to non-officer directors generally vest over a period of one year. During the vesting period, the recipient of the RSAs has full voting rights as a stockholder and would receive dividends, if declared, even though the restricted stock remains subject to transfer restrictions and will generally be forfeited upon termination of the recipient prior to vesting. The fair value of each RSA is based on the market value of the Company's stock on the date of grant. Upon vesting, unrestricted shares of common stock are delivered to employees and directors. Restricted Stock Units Restricted stock units (“RSUs”) are typically granted to international employees of the Company under the Amended 2022 Stock Plan, and generally vest over a period of four years. Each RSU will entitle the recipient to receive one unrestricted share of common stock upon vesting. The fair value of each RSU is based on the market value of the Company's stock on the date of grant. Performance-Based Restricted Stock Units Awards may also be issued in the form of performance stock units (“PSUs”). PSUs represent the right to receive a number of shares of Company common stock, contingent upon the achievement of specified performance objectives during a specified performance period. PSUs granted to date vest over a three-year performance period. The Company has granted PSUs on February 12, 2025, February 14, 2024, and February 28, 2023. Below is the description of the February 12, 2025 PSU grants. February 12, 2025 Performance-Based Restricted Stock Units On February 12, 2025, as part of the Company's equity compensation program, PSUs were granted to certain executives. Of these PSUs, 50% were market performance-based restricted stock units (“MPRSUs”), vesting of which is contingent upon the Company meeting certain total shareholder return (“TSR”) levels as compared to a select peer group over the over three years starting January 1, 2025, and 50% of the PSUs were performance based restricted stock units (“PRSUs”), vesting of which is contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the over three years starting January 1, 2025. The MPRSUs and PRSUs are also subject to the recipient’s continued employment or service through December 31, 2027. The related share-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized straight-line over the vesting term. On February 12, 2025, the Company granted 79,859 PSUs to employee and officers of the Company under the 2022 Plan (74,421 to officers of the Company). As described above, PSU performance will be measured over three-year performance period from January 1, 2025 through December 31, 2027 and will cliff-vest contingent upon the achievement of specified performance objectives. Both the MPRSUs and the PRSUs have a maximum potential to vest at 200%. At each reporting period, the Company analyzes progress on the performance goals to assess the likelihood of achievement. The estimated grant date fair value per share of the MPRSUs was $97.48 and was calculated using a Monte Carlo simulation model. These MPRSUs are included at 100% of the estimate number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below. The estimated grant date fair value per share of the PRSUs was $59.68 based on the closing price of the stock on the date of grant. These PRSUs are included at 100% of the estimated number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below. A summary of stock options (including Inducement Grants), RSA, RSU, and PSU activity under the Amended 2022 Stock Plan and Inducement Grants during the nine months ended September 30, 2025 and 2024 is presented below:
(in thousands) | Options |  | PSUs |  | RSAs |  | RSUs
Outstanding at December 31, 2023 | 689 |  | 84 |  | 1,351 |  | —
Granted | — |  | 74 |  | 669 |  | —
Options Exercised/RSAs Vested | (57) |  | — |  | (467) | (1) | —
Forfeited | (1) |  | — |  | (60) |  | —
Outstanding at September 30, 2024 | 631 |  | 158 |  | 1,493 |  | —
Outstanding at December 31, 2024 | 584 |  | 150 |  | 1,455 |  | —
Granted | — |  | 80 |  | 710 |  | 22
Options Exercised/RSAs Vested | (196) |  | — |  | (528) | (2) | —
Forfeited | (36) |  | — |  | (83) |  | —
Outstanding at September 30, 2025 | 352 |  | 230 |  | 1,554 |  | 22
(1)Includes 160 thousand shares purchased from employees to cover employee income taxes related to income earned upon vesting of restricted stock. The shares purchased are held in treasury and the $10.6 million total purchase price for the shares is included in Treasury stock in our accompanying unaudited condensed consolidated balance sheets. (2)Includes 184 thousand shares purchased from employees to cover employee income taxes related to income earned upon vesting of restricted stock. The shares purchased are held in treasury and the $11.6 million total purchase price for the shares is included in Treasury stock in our accompanying unaudited condensed consolidated balance sheets. The following table summarizes stock-based compensation expense incurred for ESPP incurred under the 2016 Employee Stock Purchase Plan, stock options, restricted stock awards, restricted stock units, performance-based restricted stock units, and Inducement grants included in the accompanying unaudited condensed consolidated statements of operations:
(in thousands) | Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Cost of sales | $ | 516 |  |  | $ | 318 |  |  | $ | 1,296 |  |  | $ | 911 |
Research and development | 515 |  |  | 441 |  |  | 1,624 |  |  | 1,071 |
Selling, general, and administrative | 8,660 |  |  | 6,725 |  |  | 25,241 |  |  | 20,301 |
Total | $ | 9,691 |  |  | $ | 7,484 |  |  | $ | 28,161 |  |  | $ | 22,283 |

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