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Share-Based Compensation | 3 Months Ended
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Mar. 31, 2026
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | 9. Share-Based Compensation 2014 Plan (as amended and restated in February 2017, the “Private Aadi Plan”) In connection with the Reverse Merger, the Company assumed the Private Aadi Plan, which was amended and restated in February 2017, and the issued and outstanding stock options under the Private Aadi Plan (the Private Aadi common stock underlying the awards was adjusted for shares of the Company’s common stock pursuant to the Merger Agreement). The Private Aadi Plan allowed for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock unit awards and other stock awards. In connection with the closing of the Reverse Merger and the adoption of the 2021 Plan (as defined below), no further awards will be issued under the Private Aadi Plan. The options that are granted from the Private Aadi Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. The Private Aadi Plan stock options generally vest over a four-year term. 2011 Plan and 2017 Plan In connection with the closing of the Reverse Merger, the Company assumed the Aerpio 2011 Equity Incentive Plan (the “2011 Plan”) and the Aerpio 2017 Stock Option and Incentive Plan (the “2017 Plan,” and together with the 2011 Plan, the “Prior Plans”). No new awards will be granted under the Prior Plans effective as of the closing of the Reverse Merger and the adoption of the 2021 Plan (as defined below). 2021 Plan At the closing of the Reverse Merger, the Company adopted the Aadi Bioscience, Inc. 2021 Equity Incentive Plan, which is now named the Whitehawk Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which permits the award of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance grants to employees, members of the board of directors, and outside consultants. Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, a total of 2,070,784 shares of common stock were initially reserved for issuance pursuant to the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan include any shares of common stock (i) subject to awards of stock options or other awards granted under the Prior Plans that expire or otherwise terminate without having been exercised in full and shares of common stock granted under the Prior Plans that are forfeited or repurchased by the Company, and (ii) any shares of common stock subject to stock options or similar awards granted under the Private Aadi Plan that were assumed in the Reverse Merger (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this provision is 764,154 shares). From the adoption of the 2021 Plan until February 28, 2025, the number of shares available for issuance under the 2021 Plan included an annual increase, or the evergreen feature, on the first day of each of the Company’s fiscal years, beginning with the Company’s fiscal year 2022, equal to the least of: • 2,070,784 shares of common stock; • a number of shares equal to 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or • such number of shares as the board of directors or its designated committee may determine. On February 28, 2025, the Company’s stockholders approved the amendment and restatement of the 2021 Plan to (i) increase the number of shares available for future grant under the 2021 Plan from 2,000,284 shares to 8,300,284 shares and (ii) modify the 2021 Plan’s default annual automatic share reserve increase occurring on January 1 of each year to be equal to the least of 8,300,284 shares, 5% of outstanding shares on the last day of the immediately preceding fiscal year, or such number of shares as the board of directors or its designated committee may determine. Upon stockholder approval, such amendment and restatement of the 2021 Plan became effective. As a result of the evergreen increase, a total of 2,357,286 shares of common stock were added to the 2021 Plan on January 1, 2026 and 987,228 shares of common stock were added to the 2021 Plan on January 1, 2025. Shares issuable under the 2021 Plan are authorized, but unissued, or reacquired shares of common stock. If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the combined company due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2021 Plan (unless the 2021 Plan has terminated). 2023 Inducement Equity Incentive Plan On September 27, 2023 the Company adopted the 2023 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which the Company may from time to time make equity grants to new employees as a material inducement to their employment. The Company reserved 600,000 shares of common stock for issuance under the Inducement Plan. The only persons eligible to receive awards under the Inducement Plan are individuals who are new employees and satisfy the standards for inducement grants under applicable Nasdaq listing rules. As of March 31, 2026, 130,052, 15,036, 9,997,994, and 490,000 shares were outstanding under the Private Aadi Plan, 2017 Plan, 2021 Plan, and 2023 Inducement Plan, respectively. The following table summarizes the stock option activity during the three months ended March 31, 2026:
|  | Stock Option Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in Years) |  |  | Aggregate Intrinsic Value (in thousands) |
Outstanding as of December 31, 2025 |  |  | 8,120,654 |  |  | $ | 6.31 |  |  |  | 8.19 |  |  | $ | 2,642 |
Granted |  |  | 145,000 |  |  |  | 3.18 |  |  |  |  |  |  |
Exercised |  |  | — |  |  |  | 0.00 |  |  |  |  |  |  |
Cancelled/Forfeited |  |  | (21,183 | ) |  |  | 2.94 |  |  |  |  |  |  |
Outstanding as of March 31, 2026 |  |  | 8,244,471 |  |  | $ | 6.27 |  |  |  | 7.96 |  |  | $ | 8,069 |
Options exercisable as of March 31, 2026 |  |  | 3,653,884 |  |  | $ | 11.18 |  |  |  | 6.73 |  |  | $ | 1,716 |
Vested and expected to vest as of March 31, 2026 |  |  | 8,244,471 |  |  | $ | 6.27 |  |  |  | 7.96 |  |  | $ | 8,069 |
As of March 31, 2026, there was $6.7 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.31 years. The total intrinsic value of the options exercised during the three months ended March 31, 2026, and 2025, was $0 and $43,000, respectively. As of March 31, 2026, and December 31, 2025, 4,877,288 and 2,520,585 shares were reserved for future awards under the 2021 Plan, respectively. As of March 31, 2026 and December 31, 2025, 110,000 shares were reserved for future awards under the 2023 Inducement Plan. Restricted Stock Units Restricted stock consists of restricted stock unit awards ("RSUs") which have been granted to employees. The value of an RSU award is based on the Company’s stock price on the date of grant. Employee grants vest over one to four years. Forfeitures of RSUs are recognized as they occur. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. Activity with respect to the Company’s restricted stock units during the three months ended March 31, 2026 is as follows:
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Nonvested shares at December 31, 2025 |  |  | 2,452,690 |  |  | $ | 1.73 |
Granted |  |  | — |  |  |  | — |
Vested/Issued |  |  | (50,845 | ) |  |  | 1.92 |
Forfeited |  |  | (13,234 | ) |  |  | 1.74 |
Nonvested shares at March 31, 2026 |  |  | 2,388,611 |  |  | $ | 1.72 |
As of March 31, 2026, there was $0.3 million of unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted average period of 1.16 years. Compensation Expense Summary The Company recognized the following compensation cost related to employee and non-employee share-based compensation activity for the periods presented (in thousands):
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Selling, general and administrative |  | $ | 1,459 |  |  | $ | 983 |
Research and development |  |  | 734 |  |  |  | 697 |
Total |  | $ | 2,193 |  |  | $ | 1,680 |
The Company uses the Black-Scholes option pricing model to determine the estimated fair value for share-based option awards. Option pricing and models require the input of various assumptions, including the option’s expected life, expected dividend yield, price volatility and risk-free interest rate of the underlying stock. Forfeitures are recognized and accounted for as they occur. The calculation was based on the following assumptions:
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Weighted average grant date fair value (per share) |  | $ | 2.29 |  |  | $ | 1.76 |
Risk-free interest rate |  | 3.72% - 3.94% |  |  | 4.02% - 4.02% |
Expected volatility |  | 81.73% - 82.12% |  |  | 89.48% - 89.48% |
Expected term (in years) |  | 6.04 - 6.05 |  |  | 6.10 - 6.10 |
Expected dividend yield |  |  | — |  |  |  | — |
The Company determines the assumptions used in the option pricing model in the following manner: Risk-Free Interest Rate – For the determination of the risk-free interest rates, the Company utilizes the U.S. Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption. Expected Volatility – The Company based its estimate of expected volatility on a weighted average using the Company's limited historical stock price volatility data, supplemented with the estimated and expected volatilities of a guideline group of publicly traded companies. For these analyses, the Company selected companies with comparable characteristics including enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its share-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected Dividend – The expected dividend yield is assumed to be zero because the Company has never paid dividends and does not have current plans to pay any dividends on its common stock. Expected Term – The Company estimates the expected term of its stock options granted to employees and non-employee directors using the simplified method, whereby, the expected term equals the average of the vesting term and the original contractual term of the option. The Company utilizes this method since it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

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