ANI PHARMACEUTICALS INCANIP
ANI PHARMACEUTICALS INC Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Employee Stock Purchase Plan
In July 2016, the Company commenced administration of the ANI Pharmaceuticals, Inc. 2016 ESPP. Under the ESPP, participants can purchase shares of common stock at a 15% discount on the lowest share price on the first day of the purchase period or the last day of the purchase period.
During the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the ESPP. Subject to adjustment, the Amended and Restated ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, or Amended and Restated ESPP, authorized the issuance of an additional 500,000 shares.
As of December 31, 2025, there are approximately 0.5 million shares of common stock available for issuance under the Amended and Restated ESPP.
Stock Incentive Plan
During the 2024 Annual Meeting of Stockholders held on May 21, 2024, the stockholders of the Company approved an amendment to the Amended and Restated Stock Incentive Plan (the “2022 Plan”) (such amendment, the “2024 Stock Plan Amendment” and the 2022 Plan, after giving effect to the 2024 Stock Plan Amendment, the “Amended 2022 Stock Plan”). Subject to adjustment, the 2024 Stock Plan Amendment authorizes the issuance of an additional 1,610,000 shares pursuant to the Amended 2022 Stock Plan. During the 2025 Annual Meeting, the stockholders of the Company approved a further amendment to the Amended 2022 Stock Plan (such amendment, the “2025 Stock Plan Amendment”; and the Amended 2022 Stock Plan, after giving effect to the 2025 Stock Plan Amendment, the “Second Amended 2022 Stock Plan”). The 2025 Stock Plan Amendment authorized the issuance of an additional 750,000 shares pursuant to the Second Amended 2022 Stock Plan..
As of December 31, 2025, approximately 1.9 million shares of common stock were available for issuance under the Second Amended 2022 Stock Plan.
Equity-based service awards are granted under the 2022 Plan, which was approved by the Company's stockholders at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) held on April 27, 2022. Prior to this approval, the Company granted equity-based incentive awards under the Sixth Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”), which was renamed, amended and restated to the 2022 Plan. The 2022 Plan, among other things, increased the number of shares reserved for issuance under the 2008 Plan by 1,150,000 shares. On May 23, 2023, the Company’s stockholders approved an amendment to the 2022 Plan (such amendment, the “2023 Stock Plan Amendment”). Subject to adjustment, the 2023 Stock Plan Amendment increased the number of shares reserved for issuance under the 2022 Plan by 750,000 shares.
From time to time, the Company may grant stock options to employees through an inducement grant outside of the Second Amended 2022 Stock Plan to induce prospective employees to accept employment (the “Inducement Grants”). The options are granted at an exercise price equal to the fair market value of a share of the common stock on the respective grant date and are generally exercisable in equal annual installments beginning on the first anniversary of the respective grant date. The grants are made pursuant to inducement grants outside of the stockholder approved equity plan as permitted under the Nasdaq Stock Market listing rules. No Inducement Grants were issued to employees in 2023, 2024, or 2025.
The cost of equity-based service awards are measured based on the grant-date fair value of the award. The cost is recognized ratably over the period during which an employee is required to provide service in exchange for the award or the requisite service period. Stock-based compensation expense is recognized ratably over the vesting periods of the awards.
The following table summarizes stock-based compensation expense incurred for ESPP expense, stock options, restricted stock awards, restricted stock units, performance-based restricted stock units, and Inducement Grants and included in the consolidated statements of operations:
| (in thousands) | Years Ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Selling, general, and administrative | $ | 33,982 | $ | 26,534 | $ | 19,036 | |||||||||||
| Research and development | 2,144 | 1,533 | 910 | ||||||||||||||
| Cost of sales | 1,803 | 1,277 | 706 | ||||||||||||||
| Total | $ | 37,929 | $ | 29,344 | $ | 20,652 | |||||||||||
Income tax benefits of approximately $1.4 million, $2.8 million, and $3.3 million were recognized for stock-based compensation-related tax deductions in the 2025, 2024, and 2023 consolidated statements of operations, respectively.
Stock Options
Outstanding stock options granted to employees and consultants generally vest over a period of four years and have 10-year contractual terms. Outstanding stock options granted to non-employee directors generally vest over a period of to four years and have 10-year contractual terms.
There were no grants of stock options during 2025 or 2024. For 2023, the fair value of each option grant was estimated using the Black-Scholes option-pricing model, using the following assumptions:
| Year Ended December 31, | ||||||||
| 2023 | ||||||||
| Expected option life (years) | 6.25 | |||||||
| Risk-free interest rate | 4.1% | |||||||
| Expected stock price volatility | 49.0% | |||||||
| Dividend yield | — | |||||||
The Company uses the simplified method to estimate the expected option life of options. The risk-free interest rate used is the yield on a U.S. Treasury note as of the grant date with a maturity equal to the estimated life of the option. The calculated estimated volatility rate is based on ANI's historical stock price. The Company has not issued a cash dividend on its shares of common stock in the past nor does the Company have any current plans to do so in the future; therefore, an expected dividend yield of zero was used.
A summary of stock option activity under the Second Amended 2022 Stock Plan and Inducement Grants during the years ended December 31, 2025, 2024, and 2023 is presented below:
| (in thousands, except per share and remaining term data) | Option Shares | Weighted Average Exercise Price | Fair Value | Weighted Average Remaining Term (years) | Aggregate Intrinsic Value | |||||||||||||||||||||||||||
| Outstanding at December 31, 2022 | 907 | $ | 45.47 | 5.6 | $ | 3,868 | ||||||||||||||||||||||||||
| Granted | 3 | 41.84 | $ | 22.12 | ||||||||||||||||||||||||||||
| Exercised | (189) | 44.09 | $ | 2,894 | ||||||||||||||||||||||||||||
| Forfeited | (21) | 33.45 | ||||||||||||||||||||||||||||||
| Expired | (11) | 55.15 | ||||||||||||||||||||||||||||||
| Outstanding at December 31, 2023 | 689 | $ | 46.05 | 4.9 | $ | 8,370 | ||||||||||||||||||||||||||
| Exercised | (102) | 43.80 | $ | 2,001 | ||||||||||||||||||||||||||||
| Expired | (3) | 50.88 | ||||||||||||||||||||||||||||||
| Outstanding at December 31, 2024 | 584 | $ | 46.42 | 3.9 | $ | 7,190 | ||||||||||||||||||||||||||
| Exercised | (197) | 55.22 | $ | 5,125 | ||||||||||||||||||||||||||||
| Forfeited | (3) | 34.24 | ||||||||||||||||||||||||||||||
| Expired | (33) | 68.71 | ||||||||||||||||||||||||||||||
| Outstanding at December 31, 2025 | 351 | $ | 39.53 | 4.0 | $ | 13,852 | ||||||||||||||||||||||||||
| Exercisable at December 31, 2025 | 349 | $ | 39.53 | 3.9 | $ | 13,765 | ||||||||||||||||||||||||||
As of December 31, 2025, there was less than $0.1 million of total unrecognized compensation cost related to non-vested stock options granted under the Second Amended 2022 Stock Plan and Inducement Grant. The cost is expected to be recognized over a weighted-average period of 0.83 years. During the year ended December 31, 2025, the Company received $10.9 million in cash from the exercise of stock options and recorded approximately $0.2 million tax provision related to these exercises. During the year ended December 31, 2024, the Company received $4.5 million in cash from the exercise of stock options and recorded a $0.2 million tax provision related to these exercises. During the year ended December 31, 2023, the Company received $8.3 million in cash from the exercise of stock options and recorded a $0.2 million tax provision related to these exercises.
Restricted Stock Awards
Restricted stock awards (“RSAs”) granted to employees generally vest over a period of four years. RSAs granted to non-officer directors generally vest over a period of one year. During the vesting period, the recipient of the restricted stock has full voting rights as a stockholder and would receive dividends, if declared, even though the restricted stock remains subject to transfer restrictions and will generally be forfeited upon termination of the officer prior to vesting. The fair value of each RSA is based on the market value of the Company's stock on the date of grant. Upon vesting, unrestricted shares of common stock are delivered to employees and directors.
A summary of RSA activity under the Second Amended 2022 Stock Plan during the years ended December 31, 2025, 2024, and 2023 is presented below:
| (in thousands, except per share and remaining term data) | Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Term (years) | |||||||||||||||||
| Unvested at December 31, 2022 | 1,141 | $ | 33.86 | 2.6 | ||||||||||||||||
| Granted | 674 | 43.30 | ||||||||||||||||||
| Vested | (383) | 34.59 | ||||||||||||||||||
| Forfeited | (81) | 38.10 | ||||||||||||||||||
| Unvested at December 31, 2023 | 1,351 | $ | 38.11 | 2.4 | ||||||||||||||||
| Granted | 708 | 57.22 | ||||||||||||||||||
| Vested | (485) | 37.99 | ||||||||||||||||||
| Forfeited | (119) | 45.05 | ||||||||||||||||||
| Unvested at December 31, 2024 | 1,455 | $ | 46.89 | 2.3 | ||||||||||||||||
| Granted | 729 | 61.59 | ||||||||||||||||||
| Vested | (552) | 43.44 | ||||||||||||||||||
| Forfeited | (95) | 55.04 | ||||||||||||||||||
| Unvested at December 31, 2025 | 1,537 | $ | 54.59 | 2.3 | ||||||||||||||||
As of December 31, 2025, there was $66.5 million of total unrecognized compensation cost related to non-vested RSAs granted under the Second Amended 2022 Stock Plan, which is expected to be recognized over a weighted-average period of 2.26 years.
Restricted Stock Units
Restricted stock units (“RSUs”) are typically granted to international employees of the Company under the Amended 2022 Stock Plan, and generally vest over a period of four years. Each RSU will entitle the recipient to receive one unrestricted share of common stock upon vesting. The fair value of each RSU is based on the market value of the Company's stock on the date of grant. The Company began granting RSUs to certain employees during the year ended 2025, and there were no grants to employees during 2024 or 2023.
A summary of RSU activity under the Second Amended 2022 Stock Plan during the year ended December 31, 2025 is presented below:
| (in thousands, except per share and remaining term data) | Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Term (years) | |||||||||||||||||
| Unvested at December 31, 2024 | — | $ | — | — | ||||||||||||||||
| Granted | 23 | 70.09 | ||||||||||||||||||
| Forfeited | (1) | 69.64 | ||||||||||||||||||
| Unvested at December 31, 2025 | 22 | $ | 70.12 | 3.4 | ||||||||||||||||
As of December 31, 2025, there was $1.4 million of total unrecognized compensation cost related to non-vested RSUs granted under the Second Amended 2022 Stock Plan, which is expected to be recognized over a weighted-average period of 3.4 years.
Performance-Based Restricted Stock Units
Awards may also be issued in the form of PSUs. PSUs represent the right to receive a number of shares of Company common stock, contingent upon the achievement of specified performance objectives during a specified performance period. PSUs granted to date vest over a -year performance period.
February 12, 2025 Performance-Based Restricted Stock Units
On February 12, 2025, as part of the Company's equity compensation program, PSUs were granted to certain executives. Of these PSUs, 50% were market performance-based restricted stock units (“MPRSUs”), vesting of which is contingent upon the Company meeting certain total shareholder return (“TSR”) levels as compared to a select peer group over the over three years starting January 1, 2025, and 50% of the PSUs were performance based restricted stock units (“PRSUs”), vesting of which is contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the over three years starting January 1, 2025. The MPRSUs and PRSUs are also subject to the recipient’s continued employment or service through December 31, 2027. The related share-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized straight-line over the vesting term.
On February 12, 2025, the Company granted 79,859 PSUs to employees and officers of the Company under the Second Amended 2022 Stock Plan (including 74,421 PSUs to officers of the Company). As described above, PSU performance will be measured over three-year performance period from January 1, 2025 through December 31, 2027 and will cliff-vest contingent upon the achievement of specified performance objectives. Both the MPRSUs and the PRSUs have a maximum potential to vest at 200%. At each reporting period, the Company analyzes progress on the performance goals to assess the likelihood of achievement.
The estimated grant date fair value per share of the MPRSUs was $97.48 and was calculated using a Monte Carlo simulation model. These MPRSUs are included at 100% of the estimate number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.
The estimated grant date fair value per share of the PRSUs was $59.68 based on the closing price of the stock on the date of grant. These PRSUs are included at 100% of the estimated number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.
February 14, 2024 Performance-Based Restricted Stock Units Grant
On February 14, 2024, the Company granted 73,588 PSUs to officers and employees of the Company under the Second Amended 2022 Stock Plan (including 66,433 PSUs to officers of the Company). PSU performance will be measured over a three-year performance period from January 1, 2024 through December 31, 2026 and will cliff-vest contingent upon the achievement of specified performance objectives. Of these PSUs, 50% were MPRSUs, vesting of which is contingent upon the Company meeting certain TSR levels as compared to a select peer group over the over three years starting January 1, 2024, and 50% of the PSUs were PRSUs, vesting of which is contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the over three years starting January 1, 2024. Both the MPRSUs and the PRSUs have a maximum potential to vest at 200%. At each reporting period, the Company analyzes progress on the performance goals to assess the likelihood of achievement.
The estimated grant date fair value per share of the MPRSUs was $85.65 and was calculated using a Monte Carlo simulation model. Based on the Company's analysis, the MPRSUs are included at 100% of the estimate number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.
The estimated grant date fair value per share of the PRSUs was $56.10 based on the closing price of the stock on the date of grant. Based on the Company's analysis, the PRSUs are included at 100% of the estimated number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.
February 28, 2023 Performance-Based Restricted Stock Units Grant
On February 28, 2023, as part of the Company's equity compensation program, PSUs were granted to certain executives. Of these PSUs, 50% were MPRSUs, vesting of which is contingent upon the Company meeting certain TSR levels as compared to a select peer group over the over years starting January 1, 2023. The MPRSUs are also subject to the recipient’s continued employment or service through December 31, 2025. The MPRSUs cliff vest at the end of the -year period and have a maximum potential to vest at 200% (85,099 shares) based on TSR performance. The related share-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized straight-line over the vesting term. The estimated grant date fair value per share of the MPRSUs was $68.65 and was calculated using a Monte Carlo simulation model. The MPRSUs are included at 100% of the estimate number of shares at the end of the -year performance period and are reflected under “Granted” in the table below.
The other 50% of the PSUs were PRSUs, vesting of which is contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the over years starting January 1, 2023. The PRSUs are also subject to the recipient’s continued employment or service through December 31, 2025. The PRSUs cliff vest at the end of the three-year period and have a maximum potential to vest at 200% (85,099 shares) based on adjusted non-GAAP year-on-year EBITDA growth rates. The related share-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized straight-line over the vesting term. At each reporting period, the Company analyzes progress on the performance goals to assess the likelihood of achievement. The estimated grant date fair value per share of the PRSUs was $41.84 based on the closing price of the stock on the date of grant. The PRSUs are included at 100% of the estimated number of shares at the end of the -year performance period and are reflected under “Granted” in the table below.
A summary of PSU activity under the Second Amended 2022 Stock Plan during the years ended December 31, 2025, 2024, and 2023 is presented below:
| (in thousands, except per share and remaining term data) | Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Term (years) | |||||||||||||||||
| Unvested at December 31, 2022 | — | $ | — | 0 | ||||||||||||||||
| Granted | 85 | 41.84 | ||||||||||||||||||
| Forfeited | (1) | 41.84 | ||||||||||||||||||
| Unvested at December 31, 2023 | 84 | $ | 41.84 | 2.0 | ||||||||||||||||
| Granted | 74 | 56.10 | ||||||||||||||||||
| Forfeited | (8) | 48.06 | ||||||||||||||||||
| Unvested at December 31, 2024 | 150 | $ | 48.52 | 1.6 | ||||||||||||||||
| Granted | 80 | 59.68 | ||||||||||||||||||
| Unvested at December 31, 2025 | 230 | $ | 52.40 | 1.5 | ||||||||||||||||
As of December 31, 2025, there was $8.5 million of total unrecognized compensation cost related to non-vested PSUs granted under the Second Amended 2022 Stock Plan, which is expected to be recognized over a weighted-average period of 1.5 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 9, 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.