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EQUITY COMPENSATION PLAN
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
EQUITY COMPENSATION PLAN EQUITY COMPENSATION PLAN
2017 Plan
Prior to the Merger, the Company’s share-based compensation plan, the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan, or the 2017 Plan, provided for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards. The 2017 Plan was terminated in connection with the Merger.
Stock Option Activity
Under the 2017 Plan, the Company granted options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. The options were subject to four-year vesting with a one-year cliff and had a contractual term of 10 years.
The aggregate intrinsic value of stock options exercised during the year ended December 31, 2024 was $65.3 million. Aggregate intrinsic value of stock options exercised is calculated using the fair value of common stock on the date of exercise. The total fair value of stock options vested during the year ended December 31, 2024 was $42.5 million.
Following the Merger, there was no activity under the 2017 Plan and no stock options remained outstanding under the 2017 Plan.
Settlement of Stock Options Upon Merger
All outstanding options with an exercise price less than or equal to the total consideration of $35.00 vested immediately upon the Merger and were settled for the consideration of: (i) $30.00 per share in cash, less the applicable exercise price of their stock option and (ii) one contingent value right per share, representing the right to receive a contingent payment of $5.00 in cash upon the achievement of a regulatory milestone. In connection with the acceleration of the eligible stock options, affecting 160 grantees, the Company recognized $39.3 million in stock compensation expense.
All outstanding options with an exercise price which exceeded the total consideration of $35.00 were canceled upon the Merger for no consideration. In connection with the cancellation of all unvested options with an exercise price above $35.00, affecting 7 grantees, the Company recognized all remaining stock compensation expense of $1.8 million.
2024 Plan
In connection with the Separation, the Company adopted the 2024 Omnibus Incentive Plan, or the 2024 Plan, which provides for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards. As of December 31, 2025, an aggregate of 4.0 million shares of common stock were authorized for issuance under the 2024 Plan, of which 0.4 million remained available for issuance.
Stock Option Activity
The Company grants options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. All options granted to employees are subject to four-year vesting with a one-year cliff. All options granted to non-employee directors are subject to a one-year vesting term. All options have a contractual term of 10 years.
A summary of the Company’s stock option activity under its 2024 Plan for the year ended December 31, 2025 is as follows (in thousands, except for per share data and years):
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term
(In Years)
Aggregate Intrinsic Value
Outstanding as of December 31, 2024
3,660 $15.84 
Granted378 $17.86 
Exercised(102)$15.79 
Forfeited(435)$15.86 
Outstanding as of December 31, 2025
3,501 $16.06 8.5$220,342 
Vested and exercisable as of December 31, 2025
1,295 $15.84 8.3$81,773 
The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025 was $4.7 million. The total fair value of stock options vested during the year ended December 31, 2025 was $17.4 million. No stock options were exercised or vested during the year ended December 31, 2024. The Company expects all outstanding stock options to vest.
Stock-Based Compensation Expense
The Company recognizes compensation costs related to stock-based awards, including stock options, based on the estimated fair value of the awards on the date of grant. Stock options are valued using the Black-Scholes Merton option pricing model on the date of grant. This option pricing model involves a number of estimates, including the expected lives of the stock options, the Company’s anticipated stock volatility, and interest rates. Stock-based compensation expense is recognized using the straight-line method over the vesting period.
The weighted-average assumptions used by the Company to estimate the fair value of stock options granted under the 2024 Plan using the Black-Scholes option pricing model, as well as the resulting weighted-average fair value, for the years ended December 31, 2025 and December 31, 2024 were as follows:
 YEAR ENDED DECEMBER 31,
20252024
Risk-free interest rate3.91 %4.56 %
Expected volatility86.58 %86.32 %
Expected dividend yield— %— %
Expected term (in years)5.986.06
Weighted average fair value$13.32 $11.89 
The Company did not grant any stock options under the 2017 Plan during the years ended December 31, 2025 and December 31, 2024.
See Note 1 for further discussion in how the Company determines the assumptions used in the option pricing model.
Stock-based compensation expense for stock options under the 2024 Plan and 2017 Plan consisted of the following (in thousands):
 YEAR ENDED DECEMBER 31,
20252024
Research and development$6,534 $36,875 
General and administrative4,604 21,643 
Total stock-based compensation expense$11,138 $58,518 
As of December 31, 2025, the Company had $25.9 million of total unrecognized stock-based compensation expense related to its stock options under the 2024 Plan, which is expected to be recognized over a weighted-average period of 2.56 years. As of December 31, 2025, the Company had no remaining unrecognized stock-based compensation expense related to its stock options under the 2017 Plan following the termination of the plan subsequent to the Merger.