Aclaris Therapeutics, Inc. Stock Compensation Disclosure
6. Stock-Based Awards
2025 Equity Incentive Plan
In April 2025, the Company’s board of directors adopted the 2025 Equity Incentive Plan (the “2025 Plan”), and in June 2025, the Company’s stockholders approved the 2025 Plan. Upon the 2025 Plan becoming effective, no further grants can be made under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). The 2025 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, cash-based awards, and other stock-based awards. The number of shares initially reserved for issuance under the 2025 Plan was 25,532,993 shares of common stock, which includes (i) 9,000,000 new shares of common stock, (ii) 3,957,232 shares of common stock that remained available for future grant under the 2015 Plan upon adoption of the 2025 Plan and (iii) up to 12,575,761 shares of common stock underlying outstanding awards under the 2015 Plan and the former 2012 Equity Compensation Plan, which may become available for issuance under the 2025 Plan if and as such awards expire, are otherwise terminated, settled in cash, or repurchased by the Company. The shares of common stock underlying any awards that expire, or are otherwise terminated, settled in cash or repurchased by the Company under the 2025 Plan will be added back to the shares of common stock available for issuance under the 2025 Plan. As of December 31, 2025, 12,442,759 shares remained available for grant under the 2025 Plan. The Company had 1,007,910 stock options and 320,840 RSUs outstanding as of December 31, 2025 under the 2025 Plan.
2024 Inducement Plan
In November 2024, the Company’s board of directors adopted the 2024 Inducement Plan (the “2024 Inducement Plan”). The 2024 Inducement Plan is a non-stockholder approved stock plan adopted pursuant to the “inducement exception” provided under Nasdaq listing rules. The only employees eligible to receive grants of awards under the 2024 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq rules, generally including individuals who were not previously an employee or director of the Company. Under the terms of the 2024 Inducement Plan, the Company may grant up to 2,000,000 shares of common stock pursuant to nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, and other stock awards. The shares of common stock underlying any awards that expire, or are otherwise terminated, settled in cash or repurchased by the Company under the 2024 Inducement Plan will be added back to the shares of common stock available for issuance under the 2024 Inducement Plan. As of December 31, 2025, 493,500 shares remained available for grant under the 2024 Inducement Plan. The Company had 1,172,000 stock options and 302,500 RSUs outstanding as of December 31, 2025 under the 2024 Inducement Plan.
2017 Inducement Plan
In July 2017, the Company’s board of directors adopted the 2017 Inducement Plan (the “2017 Inducement Plan”). The 2017 Inducement Plan is a non-stockholder approved stock plan adopted pursuant to the “inducement exception” provided under Nasdaq listing rules. The Company had 325,000 stock options outstanding as of December 31, 2025 under the 2017 Inducement Plan. All shares of common stock that were eligible for issuance under the 2017 Inducement Plan after October 1, 2018, including any shares underlying any awards that expire or are otherwise terminated, reacquired to satisfy tax withholding obligations, settled in cash or repurchased by the Company in the future that would have been eligible for re-issuance under the 2017 Inducement Plan, were retired.
2015 Equity Incentive Plan
In September 2015, the Company’s board of directors adopted the 2015 Plan, and the Company’s stockholders approved the 2015 Plan. The 2015 Plan became effective in connection with the Company’s initial public offering in October 2015. Upon the 2025 Plan becoming effective, no further grants can be made under the 2015 Plan. The Company had 8,764,489 stock options and 2,179,891 RSUs outstanding as of December 31, 2025 under the 2015 Plan.
Stock Option Valuation
The weighted average assumptions the Company used to estimate the fair value of stock options granted during the years ended December 31, 2025 and 2024 were as follows:
| Year Ended | |||||
December 31, | ||||||
2025 | 2024 | |||||
Risk-free interest rate |
| 4.26 | % | 3.91 | % | |
Expected term (in years) |
| 6.2 | 6.0 | |||
Expected volatility |
| 82.79 | % | 81.62 | % | |
Expected dividend yield |
| 0 | % | 0 | % | |
The Company recognizes compensation expense for awards over their vesting period. Compensation expense for awards includes the impact of forfeitures in the period when they occur.
Stock Options
The following table summarizes stock option activity for the years ended December 31, 2025 and 2024:
| | | Weighted | | ||||||
Weighted | Average | |||||||||
Average | Remaining | Aggregate | ||||||||
Number | Exercise | Contractual | Intrinsic | |||||||
(In thousands, except share and per share data and years) | of Shares | Price | Term | Value | ||||||
(in years) | ||||||||||
Outstanding as of December 31, 2023 | 6,419,455 | $ | 15.94 |
| 7.1 | $ | 14 | |||
Granted | 2,608,700 |
| 1.86 | |||||||
Exercised | (162,388) |
| 1.31 | 285 | ||||||
Forfeited and cancelled | (2,143,800) |
| 15.06 | |||||||
Outstanding as of December 31, 2024 |
| 6,721,967 | $ | 11.12 | 6.8 | $ | 2,968 | |||
Granted |
| 5,407,305 | 2.18 | |||||||
Forfeited and cancelled |
| (859,873) | 13.32 | |||||||
Outstanding as of December 31, 2025 |
| 11,269,399 | $ | 6.72 | 7.7 | $ | 8,597 | |||
Options vested and expected to vest as of December 31, 2025 |
| 11,269,399 | $ | 6.72 | 7.7 | $ | 8,597 | |||
Options exercisable as of December 31, 2025 |
| 4,174,406 | $ | 12.72 | 5.8 | $ | 2,503 | |||
The weighted average grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $1.61 and $1.34 per share, respectively.
Restricted Stock Units
The following table summarizes RSU activity for the years ended December 31, 2025 and 2024:
Weighted | ||||||||
Average | ||||||||
Grant Date | Aggregate | |||||||
Number | Fair Value | Intrinsic | ||||||
(In thousands, except share and per share data) | of Shares | Per Share | Value | |||||
Outstanding as of December 31, 2023 | 1,521,940 | $ | 15.72 | |||||
Granted | 2,852,573 | 1.39 | ||||||
Vested | (1,473,327) | 5.51 | $ | 2,959 | ||||
Forfeited and cancelled | (625,035) | 13.03 | ||||||
Outstanding as of December 31, 2024 | 2,276,151 | $ | 5.12 | |||||
Granted | 2,190,582 | 2.26 | ||||||
Vested | (1,537,652) | 4.26 | $ | 4,122 | ||||
Forfeited and cancelled | (125,850) | 4.31 | ||||||
Outstanding as of December 31, 2025 | 2,803,231 | $ | 3.40 | |||||
Stock-Based Compensation
Stock-based compensation expense included in total costs and expenses on the consolidated statement of operations and comprehensive loss included the following:
Year Ended | ||||||
December 31, | ||||||
(In thousands) |
| 2025 |
| 2024 | ||
Cost of revenue | $ | 788 | | $ | 938 | |
Research and development | 4,258 | 3,135 | ||||
General and administrative |
| 7,338 |
| 6,783 | ||
Total stock-based compensation expense | $ | 12,384 | $ | 10,856 | ||
As of December 31, 2025, the Company had unrecognized stock-based compensation expense for stock options and RSUs of $11.1 million and $6.1 million, respectively, which is expected to be recognized over weighted average
periods of 2.5 years and 2.3 years, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 23, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.