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Share-Based Payments | 3 Months Ended
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Mar. 31, 2026
Share-Based Payment Arrangement [Abstract] |
Share-Based Payments | Share-Based Payments The Company measures the fair value of stock options, RSUs and PSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees for which stock options and RSUs are issued, is recognized over the requisite service period, which is typically the vesting period. For PSUs, the Company recognizes stock-based compensation over the performance period, if it is probable that the performance condition will be achieved. Adjustments to PSU related stock-based compensation expense are made, as needed, each reporting period based on changes in the Company’s estimate of the number of units that are probable of vesting. Stock-based compensation costs included in the condensed consolidated statements of operations are presented below:
| Three Months Ended March 31, |  |  |  |  |  |
| 2026 |  | 2025 |  |  |  |  |  |  |  |  |  |  |  |
Cost of products and services | $ | 1 |  |  | $ | 11 |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development | 455 |  |  | 558 |  |  |  |  |  |  |  |  |  |  |  |  |
Selling, general and administrative | 2,550 |  |  | 2,108 |  |  |  |  |  |  |  |  |  |  |  |  |
Total | $ | 3,006 |  |  | $ | 2,677 |  |  |  |  |  |  |  |  |  |  |  |  |
The Company capitalized stock-based compensation associated with the allocation of labor costs related to work performed to manufacture Papzimeos of $265 for the three months ended March 31, 2026. Precigen Equity Incentive Plans In August 2013, Precigen adopted the 2013 Omnibus Incentive Plan, as amended (the "2013 Plan"), for employees and nonemployees which provided for grants of share-based awards, including stock options, RSUs, shares of common stock and other awards, to employees, officers, consultants, advisors, and nonemployee directors. Upon the effectiveness of the Company's 2023 Omnibus Incentive Plan, as amended (the "2023 Plan") in June 2023, no new awards may be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the effectiveness of the 2023 Plan will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions. As of March 31, 2026, there were 14,669,387 stock options and no RSUs outstanding under the 2013 Plan. In April 2023, Precigen adopted the 2023 Plan, as amended (the "2023 Plan"), which became effective upon shareholder approval in June 2023. The 2023 Plan permits the grant of share-based awards, including stock options, restricted stock awards, RSUs, PSUs and other awards, to officers, employees and non-employees. As of March 31, 2026, there were 29,918,137 shares authorized for issuance under the 2023 Plan, of which 8,974,156 stock options, 916,000 PSUs and 1,680,375 RSUs were outstanding and 10,528,922 shares were available for future grants. In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers, as amended (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. As of March 31, 2026, there were 13,100,000 shares authorized for issuance under the 2019 Plan, of which 4,605,739 stock options and 320,509 RSUs were outstanding and 1,208,728 shares were available for future grants. Stock option activity was as follows:
| Number of Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2025 | 28,153,192 |  |  | $ | 4.32 |  |  | 6.74
Granted | 418,658 |  |  | 3.63 |  |  |
Exercised | (134,234) |  |  | (2.21) |  |  |
Forfeited | (117,491) |  |  | (1.33) |  |  |
Expired | (70,843) |  |  | (34.82) |  |  |
Balances at March 31, 2026 | 28,249,282 |  |  | 4.25 |  |  | 6.30
Exercisable at March 31, 2026 | 20,368,937 |  |  | $ | 5.37 |  |  | 5.60
The following table summarizes additional information about stock options outstanding as of March 31, 2026:
|  |  |  | Options Outstanding |  | Options Exercisable
Range of Exercise Prices |  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Life (Years) |  | Aggregate Intrinsic Value |  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Life (Years) |  | Aggregate Intrinsic Value
$0.67 | — | $2.50 |  | 20,317,261 |  |  | $ | 1.48 |  |  | 7.25 |  | $ | 40,199 |  |  | 12,507,916 |  |  | $ | 1.56 |  |  | 6.72 |  | $ | 28,841 |
$2.51 | — | $3.50 |  | 129,156 |  |  | $ | 3.17 |  |  | 5.40 |  | 90 |  |  | 113,656 |  |  | $ | 3.22 |  |  | 5.14 |  | 73 |
$3.51 | — | $5.00 |  | 779,559 |  |  | $ | 4.11 |  |  | 7.52 |  | 136 |  |  | 725,559 |  |  | $ | 4.08 |  |  | 7.35 |  | 134 |
$5.01 | — | $6.50 |  | 1,792,700 |  |  | $ | 5.82 |  |  | 3.65 |  | — |  |  | 1,791,200 |  |  | $ | 5.82 |  |  | 3.64 |  | — |
$6.51 | — | $10.00 |  | 1,252,056 |  |  | $ | 8.10 |  |  | 4.14 |  | — |  |  | 1,252,056 |  |  | $ | 8.10 |  |  | 4.14 |  | — |
$10.01 | — | $34.85 |  | 3,978,550 |  |  | $ | 16.55 |  |  | 3.11 |  | — |  |  | 3,978,550 |  |  | $ | 16.55 |  |  | 3.11 |  | $ | — |
|  |  |  | 28,249,282 |  |  | $ | 4.25 |  |  | 6.30 |  | $ | 40,425 |  |  | 20,368,937 |  |  | $ | 5.37 |  |  | 5.60 |  | $ | 29,048 |
PSUs and RSUs In 2024, the Company's Compensation and Human Capital Management Committee of the Board of Directors (the "Compensation Committee") approved the grant of 3,178,000 PSUs under the 2023 Plan to certain key employees of the Company. Of the PSUs granted, 2,978,000, vested in two equal 50% installments based upon the achievement of two specified operational milestones relating to (i) the Company’s good faith submission to the U.S. Food and Drug Administration (the “FDA”) of a complete BLA for the Company’s PRGN-2012 investigational product and (ii) the approval of the BLA by the FDA. The remaining 200,000 PSUs granted in 2024 vested in two equal 50% installments based on (i) the achievement of the approval of the BLA by the FDA and (ii) continued employment with the Company through the six-month anniversary of the approval of the BLA by the FDA. In the second quarter of 2025, the Company's Compensation Committee approved the grant of 950,000 PSUs under the 2023 Plan to non-executive employees of the Company, which are scheduled to vest one year from the grant date, on the condition that that the BLA for PRGN-2012 was approved by the FDA. In January 2025, the Company's Compensation Committee certified the first performance milestone related to the submission to the FDA of the BLA had been achieved, and in September 2025, the Compensation Committee certified the achievement of second performance milestone related to the approval of the BLA by the FDA. RSU and PSU activity was as follows:
| Number of RSUs and PSUs |  | Weighted Average Grant Date Fair Value |  | Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2025 | 3,367,051 |  |  | $ | 1.45 |  |  | 0.70
Granted | 1,351,360 |  |  | 3.33 |  |  |
Vested | (1,777,402) |  |  | (2.58) |  |  |
Forfeited | (24,125) |  |  | (1.40) |  |  |
Balances at March 31, 2026 | 2,916,884 |  |  | $ | 1.63 |  |  | 0.64
As of the award grant date, the underlying performance milestone relating to the Company's submission of a BLA to the FDA was considered probable of achievement and stock-based compensation expense was recognized during the year ended December 31, 2024 related to this milestone. As of the award grant date, the underlying performance milestone related to the approval of the BLA by the FDA was determined to be not probable of achievement, as such approval was outside of the Company's control. Therefore, no stock-based compensation expense was recognized until September 2025 when the Compensation Committee certified the achievement of the performance milestone related to the approval of the BLA by the FDA. For those PSUs with a continued service condition, the Company is continuing to recognize stock-based compensation cost over the remaining requisite service period, which concluded in April 2026.

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