ARTIVION, INC.AORT
ARTIVION, INC. Stock Compensation Disclosure
Stock Compensation
Overview
We are currently authorized to grant and have available for grant the following number of shares under our stock plans as of December 31, 2025:
| Authorized Shares | Available for Grant | |||||||||||||||||||
| Plan | 2025 | 2024 | ||||||||||||||||||
| 1996 Discounted Employee Stock Purchase Plan, as amended | 2,900,000 | 611,000 | 709,000 | |||||||||||||||||
| 2020 Equity and Cash Incentive Plan | 10,715,000 | 4,235,000 | 2,033,000 | |||||||||||||||||
| Total | 13,615,000 | 4,846,000 | 2,742,000 | |||||||||||||||||
During 2020 the Stockholders approved a new 2020 Equity and Cash Incentive Plan (“ECIP”) and funded it with 2.7 million of newly issuable shares. On August 11, 2020 4.1 million shares were registered under the 2020 ECIP, consisting of the newly issuable shares as well as 1.4 million of the shares that remained available for grant under the 2009 ECIP as of that date. On May 16, 2023 the Stockholders approved additional 3.0 million shares to be registered under the 2020 ECIP. On May 13, 2025 the Stockholders approved additional 3.6 million shares to be registered under the 2020 ECIP.
Stock Awards
In 2025 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSAs to non-employee directors and RSUs and PSUs to certain employees and Company officers, which, assuming that performance under the PSUs at target levels, together totaled 916,000 shares and had an aggregate grant date market value of $24.1 million. The PSUs granted in 2025 (“2025 Annual PSU”) have a one-year performance period and are based on attaining specified levels of revenue growth and specified levels of EBITDA, as defined in the PSU grant documents, for the 2025 calendar year. If the highest performance threshold was met, the 2025 Annual PSU represented the right to receive up to 200% of the target number of shares of common stock. The 2025 Annual PSU earned approximately 119% of the target number of shares.
In 2024 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors and RSUs and PSUs to certain employees and Company officers, which, assuming that performance under the PSUs at target levels, together totaled 781,000 shares and had an aggregate grant date market value of $16.2 million. The PSUs granted in 2024 (“2024 Annual PSU”) have a one-year performance period and are based on attaining specified levels of revenue growth and specified levels of EBITDA, as defined in the PSU grant documents, for the 2024 calendar year. If the highest performance threshold was met, the 2024 Annual PSU represented the right to receive up to 150% of the target number of shares of common stock. The 2024 Annual PSU earned approximately 104% of the target number of shares and was subsequently modified during February 2025 to earn approximately 130% of the target number of shares. The February 2025 modification resulted in incremental stock compensation expense of approximately $3.7 million, with a portion recognized during the year ended December 31, 2025 and the remaining amount recognized over the remaining vesting period.
In 2023 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors and RSUs and PSUs to certain employees and Company officers, which, counting PSUs at target levels, together totaled 681,000 shares and had an aggregate grant date market value of $9.7 million. Two types of PSUs were granted in 2023, an annual grant (“2023 Annual PSU”) with a one-year performance period and an LTIP PSU grant (“2023 LTIP PSU”) with a one-year performance period. If the highest performance threshold was met, the 2023 Annual PSU represented the right to receive up to 150% of the target number of shares of common stock. The performance component of the 2023 Annual PSU was based on attaining specified levels of revenue growth and specified levels of EBITDA, as defined in the PSU grant documents, for the 2023 calendar year. The 2023 Annual PSU earned approximately 148% of the target number of shares. If the highest performance threshold was met, the 2023 LITP PSU grant represented a right to receive up to 200% of the target number of shares of common stock. The 2023 LTIP PSU grant earned approximately 200% of target number of shares.
A summary of the RSA activity for the year ended December 31, 2025 is presented below:
| RSAs | Shares | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested at December 31, 2024 | 50,000 | $ | 23.85 | |||||||||||
| Granted | 51,000 | 28.46 | ||||||||||||
| Vested | (50,000) | 23.85 | ||||||||||||
| Forfeited | — | — | ||||||||||||
| Unvested at December 31, 2025 | 51,000 | $ | 28.46 | |||||||||||
The weighted average per share grant date fair value of RSAs granted during 2024 and 2023 were $23.85 and $15.45, respectively. The total fair value of RSAs that vested during 2025, 2024, and 2023 was $1.2 million, $3.3 million, and $1.8 million, respectively.
A summary of the RSU activity for the year ended December 31, 2025 is presented below:
| RSUs | Units | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested at December 31, 2024 | 1,171,000 | $ | 16.72 | |||||||||||
| Granted | 623,000 | 26.47 | ||||||||||||
| Vested | (715,000) | 15.26 | ||||||||||||
| Forfeited | (36,000) | 20.89 | ||||||||||||
| Unvested at December 31, 2025 | 1,043,000 | $ | 23.40 | |||||||||||
The weighted average per share grant date fair value of RSUs granted during 2024 and 2023 were $20.55 and $14.59, respectively. The total fair value of RSUs that vested during 2025, 2024, and 2023 was $10.9 million, $3.7 million, and $1.7 million, respectively.
A summary of the PSU activity for the year ended December 31, 2025 is presented below:
| PSUs | Units | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested at December 31, 2024 | 319,000 | $ | 18.48 | |||||||||||
| Granted | 332,000 | 26.93 | ||||||||||||
| Vested | (172,000) | 22.38 | ||||||||||||
| Forfeited | — | — | ||||||||||||
| Unvested at December 31, 2025 | 479,000 | $ | 25.78 | |||||||||||
The weighted average per share grant date fair value of PSUs granted during 2024 and 2023 was $19.79 and $14.43, respectively. The total fair value of PSUs that vested during 2025, 2024, and 2023 was $3.8 million, $5.6 million, and $2.8 million, respectively.
Stock Options
The Committee did not authorize any grants of stock options during 2025 and 2024. The Committee authorized grants of stock options from approved stock incentive plans to certain Company officers and employees totaling 110,000 shares in 2023, with exercise prices equal to the stock prices on the respective grant dates.
A summary of stock option activity for the year ended December 31, 2025 is presented below:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term in years | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Outstanding at December 31, 2024 | 1,627,000 | $ | 18.19 | |||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Exercised | (513,000) | 21.28 | ||||||||||||||||||||||||
| Forfeited | — | — | ||||||||||||||||||||||||
| Expired | — | — | ||||||||||||||||||||||||
| Outstanding at December 31, 2025 | 1,114,000 | $ | 16.76 | 3.3 | $ | 32,131,000 | ||||||||||||||||||||
| Vested and expected to vest | 1,114,000 | $ | 16.76 | 3.3 | $ | 32,131,000 | ||||||||||||||||||||
| Exercisable at December 31, 2025 | 1,077,000 | $ | 16.73 | 3.2 | $ | 31,103,000 | ||||||||||||||||||||
The weighted average per share grant date fair value of stock options granted during 2023 was $7.87. The total intrinsic value of options exercised during 2025, 2024, and 2023 was $8.4 million, $0.3 million, and $0.7 million, respectively. The intrinsic value is the difference between the market value of the shares on the exercise date and the exercise price of the option.
Employees purchased common stock totaling 97,000, 118,000, and 141,000 shares in 2025, 2024, and 2023, respectively, through our ESPP.
Stock Compensation Expense
The following weighted-average assumptions were used to determine the fair value of options:
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Stock Options | ESPP Options | Stock Options | ESPP Options | Stock Options | ESPP Options | ||||||||||||||||||||||||||||||
| Expected life of options | N/A | 0.5 Years | N/A | 0.5 Years | 5.0 Years | 0.5 Years | |||||||||||||||||||||||||||||
| Expected stock price volatility | N/A | 31% | N/A | 43% | 45% | 57% | |||||||||||||||||||||||||||||
| Risk-free interest rate | N/A | 4.26% | N/A | 5.30% | 4.11% | 5.03% | |||||||||||||||||||||||||||||
The following table summarizes stock compensation expense and the associated income tax benefits recognized (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| RSA, RSU, and PSU expense | $ | 22,699 | $ | 12,543 | $ | 11,875 | |||||||||||
| Stock option and ESPP option expense | 1,686 | 2,425 | 3,271 | ||||||||||||||
| Total stock compensation expense | $ | 24,385 | $ | 14,968 | $ | 15,146 | |||||||||||
For the years ended December 31, 2025, 2024, and 2023, we recognized tax benefits on total stock compensation expense, which are reflected in Income tax expense in the Consolidated Statements of Operations and Comprehensive Income (Loss), of $0.6 million, $2.4 million, and $3.2 million, respectively. We recorded the majority of our stock compensation expenses directly in general, administrative, and marketing expenses.
Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to our ESPP.
As of December 31, 2025 we had total unrecognized compensation expense of $17.9 million related to RSAs, RSUs, PSUs, and $0.3 million related to unvested stock options. As of December 31, 2025 this expense is expected to be recognized over a weighted-average period of 1.82 years for RSUs, 1.40 years for PSUs, 0.97 years for stock options, and 0.42 years for RSAs.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Mar 9, 2018 | |
| 2016 | Feb 16, 2017 | |
| 2015 | Feb 16, 2016 | |
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.