XML 25 R15.htm IDEA: XBRL DOCUMENT
v3.25.3

Share-Based Compensation | 9 Months Ended
--- | ---
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Share-Based Compensation Equity Incentive Plans The Company’s equity incentive plans, the 2018 Long Term Incentive Plan, as amended (the “2018 LTIP”), 2020 Employment Inducement Incentive Plan, as amended (the “2020 EIIP”), and previously, the Amended and Restated 2012 Long Term Incentive Plan (the “2012 LTIP”), reserve ordinary shares for the issuance of stock options, stock appreciation rights, restricted shares, RSUs, performance bonus awards, performance share units awards, dividend equivalents and other share or cash-based awards to eligible individuals. Options granted under each of the 2018 LTIP, 2020 EIIP, and 2012 LTIP expire no later than ten years from the date of grant. In May 2025, the Company’s shareholders approved an amendment to the 2018 LTIP to increase the number of ordinary shares available for issuance under the 2018 LTIP by 2,000,000 ordinary shares. As of September 30, 2025, the number of ordinary shares authorized under the 2018 LTIP was 18,620,433. Upon adoption of the 2018 LTIP, no new awards are permitted under the 2012 LTIP. As o f September 30, 2025, the number of ordinary shares authorized under the 2020 EIIP was 1,485,000 and 367,107 ordinary shares remained available for future awards under the 2020 EIIP. The Company’s Board of Directors has adopted a series of amendments to increase the ordinary shares available for issuance under the 2020 EIIP and it reserves the right to both amend the 2020 EIIP to increase the number of ordinary shares available and make additional awards to key new hires. The Company’s option awards generally vest over four years, while RSU awards generally vest over either two or three years. As of September 30, 2025, 4,004,320 ordinary shares remained available for grant under the Company’s equity incentive plans. Share-based Compensation Expense Share-based compensation expense recorded in these Condensed Consolidated Financial Statements was based on awards granted under the 2012 LTIP, the 2018 LTIP, and the 2020 EIIP. The estimated forfeiture rate as of September 30, 2025 was 11%. Changes in our estimates and assumptions relating to forfeitures may cause us to realize changes in stock-based compensation expense in the future. The amount of unearned share-based compensation related to unvested stock options at September 30, 2025, is $40.0 million. The weighted-average period over which this unearned share-based compensation is expected to be recognized is 2.65 year s. The following table summarizes share-based compensation expense for the periods presented (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Research and development | $ | 2,471 |  |  | $ | 5,128 |  |  | $ | 11,990 |  |  | $ | 16,217 |
General and administrative | 4,728 |  |  | 5,892 |  |  | 16,495 |  |  | 19,227 |
Restructuring costs (1) | — |  |  | — |  |  | 2,081 |  |  | — |
Total share-based compensation expense | $ | 7,199 |  |  | $ | 11,020 |  |  | $ | 30,566 |  |  | $ | 35,444 |
________________ (1)Restructuring costs for the nine months ended September 30, 2025 includes $2.1 million of share-based compensation expense related to the contractual acceleration of vesting of certain option awards granted to executive officers. The Company recognized tax benefits from share-based awards of $2.0 million and $6.3 million for the three and nine months ended September 30, 2024. The Company recognized no tax benefits for the three and nine months ended September 30, 2025 due to the Company’s full valuation allowance on its deferred tax assets. The fair value of the options granted to employees and non-employee directors during the nine months ended September 30, 2025 and 2024 was estimated as of the grant date using the Black-Scholes option-pricing model using the key assumptions listed in the following table. There were no stock options granted during the three months ended September 30, 2025 and 2024, thus no key assumptions are shown in the table below.
|  | Nine Months Ended September 30,
|  | 2025 |  | 2024
Expected term (in years) |  | 4.78 | - | 5.76 |  | 4.60 | - | 5.56
Expected volatility |  | 76.5% | - | 79.0% |  | 74.5 | % | - | 78.6%
Risk-free interest rate |  | 3.8% | - | 4.4% |  | 3.8 | % | - | 4.7%
Expected dividend yield |  | —% |  | —%
Weighted average grant date fair value |  | $9.49 |  | $19.21
The fair value of employee stock options is amortized on a straight-line basis over the requisite service period for each award. Each of the inputs discussed above is subjective and generally requires management judgment to determine. The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2025:
| Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024 | 11,107,373 |  |  | $ | 28.70 |  |  | 6.16 |  | $ | 3,401 |
Granted | 2,086,686 |  |  | 14.26 |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Forfeited | (1,331,514) |  |  | 29.02 |  |  |  |  |
Expired | (235,332) |  |  | 27.70 |  |  |  |  |
Outstanding at September 30, 2025 | 11,627,213 |  |  | $ | 26.09 |  |  | 4.75 |  | $ | 505 |
Vested and expected to vest at September 30, 2025 | 11,259,635 |  |  | $ | 26.23 |  |  | 4.62 |  | $ | 472 |
Exercisable at September 30, 2025 | 8,902,882 |  |  | $ | 26.75 |  |  | 3.60 |  | $ | 37 |
The total intrinsic value of options exercised was nil and $0.3 million during the three months ended September 30, 2025 and 2024, respectively, and nil and $1.3 million during the nine months ended September 30, 2025 and 2024, respectively, determined as of the date of exercise. The following table summarizes the activity and related information for RSUs during the nine months ended September 30, 2025:
|  | Number of Units |  | Weighted Average Grant-Date Fair Value |  | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value (in thousands)
Unvested at December 31, 2024 |  | 6,000 |  |  | $ | 51.80 |  |  | 0.71 |  | $ | 83 |
Units Granted |  | 1,298,136 |  |  | 8.65 |  |  |  |  |
Units Vested |  | (3,000) |  |  | 68.71 |  |  |  |  |
Units Forfeited |  | (168,385) |  |  | 14.95 |  |  |  |  |
Unvested at September 30, 2025 |  | 1,132,751 |  |  | $ | 7.78 |  |  | 1.33 |  | $ | 11,056 |
Unvested and expected to vest at September 30, 2025 |  | 972,844 |  |  | $ | 7.78 |  |  | 1.28 |  | $ | 9,495 |
The fair value of RSUs was determined on the date of grant based on the market price of the Company’s ordinary shares as of that date. The fair value of the RSUs is recognized as an expense on a straight-line basis over the vesting period of each RSU. Upon the vesting of the RSUs, a portion of the shares vested are sold by the employee to satisfy employee withholding tax requirements (sell-to-cover). As of September 30, 2025, total compensation cost not yet recognized related to unvested RSUs was $8.0 million, which is expected to be recognized over a weighted-average period of 2.77 years. RSUs settle into ordinary shares upon vesting.

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