Share-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

We currently maintain the 2023 Equity Incentive Plan (the “2023 Plan”), which our Board of Directors (the "Board") and stockholders approved in connection with the Business Combination, for purposes of granting equity-based incentive awards to our employees and consultants, including our executive officers and directors. Prior to the Business Combination, TriSalus granted equity incentive awards under the 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”). The 2009 Plan has not be used following the Business Combination. However, any awards granted under the 2009 Plan remain subject to the terms of the 2009 Plan and the applicable award agreement. Historically, we have used options as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date. We record the issuance of the shares when they are recorded

by the transfer agent and as such, there could be timing differences between when the expense is recorded and shares are transferred.

As of September 30, 2025, the balances under the two plans are as follows:


	September 30, 2025
	Authorized	Outstanding	Available for Issue
2009 Plan	1,179,218	1,179,218	—
2023 Plan	10,006,900	6,071,032	3,935,868
Total	11,186,118	7,250,250	3,935,868

2009 Equity Incentive Plan

As of September 30, 2025, there were in total 1,153,861 stock options and 25,357 Restricted Stock Units ("RSUs") issued and outstanding under the 2009 Plan. Stock options were granted with an exercise price equal to the estimated fair value of the stock at the date of grant. Prior to the Business Combination, the fair value was determined by a third-party valuation performed in accordance with IRS Section 409A. No awards have been granted subsequent to the Business Combination, as the 2009 Plan was frozen and replaced by the 2023 Plan. Options generally have a ten-year contractual term and typically have graded vesting over one to four years.

Options for 67,300 shares of Common Stock were exercised and 19,887 options were forfeited during the nine months ended September 30, 2025. There were 8,322 RSUs released during the nine months ended September 30, 2025.

We recorded compensation expense related to the 2009 Plan of $0.2 million and $0.4 million for the three and nine months ended September 30, 2025, respectively, compared to $0.1 million and $0.4 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, we had unrecognized compensation expense of $0.2 million and $0.1 million, respectively, for options and RSUs granted under the 2009 Plan. The September 30, 2025 balance will be recognized over a weighted average period of 0.75 years.

2023 Equity Incentive Plan

As of September 30, 2025, there were in total 5,298,720 stock options and 772,312 RSUs and Performance Stock Units ("PSUs") issued and outstanding under the 2023 Plan. Initially, 5,585,008 shares were authorized under the 2023 Plan. In addition, the share reserve will automatically increase on January 1 of each year for a period of 10 years, commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year. On January 1, 2025, the authorized shares under the 2023 Plan increased by 2,383,545 shares to 10,350,022. Options for 54,906 shares of Common Stock were exercised and 574,641 options were forfeited during the nine months ended September 30, 2025. There were 288,216 RSUs released and 52,375 RSUs forfeited during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, we granted 2,577,713 options with a weighted average fair value of $5.04, and 687,546 RSUs, net of forfeitures, with a weighted average fair value of $4.90.

We recorded compensation expense related to the 2023 Plan of $3.1 million and $6.4 million for the three and nine months ended September 30, 2025, respectively, compared to $1.1 million and $3.2 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, we had unrecognized compensation expense of $11.1 million and $3.5 million, respectively, for options and RSUs and PSUs granted under the 2023 Plan. The balance at September 30, 2025 will be recognized over a weighted average period of 2.80 years.

Employee Stock Purchase Plan

We maintain an Employee Stock Purchase Plan ("ESPP"), which provides our eligible employees with an opportunity to purchase shares of Common Stock, to assist us in retaining the services of eligible employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for our success. The ESPP became active in 2024. Initially, 2,350,530 shares of Common Stock were reserved for issuance under the ESPP. The number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1, 2024, and continuing through and including January 1, 2033, by an amount equal to the lesser of (a) two percent (2%) of the total number of shares of the Fully Diluted Common Stock determined on December 31 of the preceding year, and (b) 200% of the Initial Share Reserve. On January 1, 2025, the authorized shares under ESPP increased by 953,418 shares to 3,303,948.

During the nine months ended September 30, 2025, 49,939 shares were purchased in an offering under the ESPP.