Aprea Therapeutics, Inc. Stock Compensation Disclosure
8. Equity Incentive Plan
In September 2019, the Company’s Board of Directors approved the 2019 Equity Incentive Plan (the “2019 Plan) and each outstanding option to purchase Aprea AB ordinary shares pursuant to a previous plan was cancelled and the Company issued to each holder of such Aprea AB option, a substitute option to purchase, on the same terms and conditions as were applicable to such Aprea AB option, shares of the Company’s common stock pursuant to the 2019 Plan.
The Board of Directors has the discretion to provide for accelerated vesting under the 2019 Plan. At December 31, 2025, there were 180,880 shares available for future grant under the 2019 Plan. Effective January 1, 2026, the number of shares available for future grant under the 2019 Plan was increased by 327,701 shares.
The Company recorded stock-based compensation expense of $0.5 million and $0.5 million during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was $0.5 million of unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2019 Plan, which is expected to be recognized over a weighted-average period of approximately 2.1 years.
The fair value of each option award is estimated on the date of grant using Black-Scholes, with the assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of similar public companies. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The contractual life of the option was used for the expected life of options granted to non-employee. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the expected life of the option is based upon the implied yield on a U.S. Treasury security in effect at the time of grant.
The assumptions used in Black-Scholes are as follows:
Year ended December 31, | ||||
| 2025 | | 2024 | |
Expected volatility |
| 83.0%-83.6% |
| 83.8%-92.3% |
Risk‑free rate |
| 3.99%-4.38% | 4.18%-4.64% | |
Expected dividend yield |
| 0% | | 0% |
Expected term in years |
| 5.5-10.0 |
| 5.5-10.0 |
A summary of option activity under the Plan during the years ended December 31, 2025 and 2024 are as follows:
| | | Weighted‑ | | Weighted | | | ||||
average | average | ||||||||||
exercise | remaining | Aggregate | |||||||||
Number of | price per | contractual | intrinsic | ||||||||
options | share | term (in years) | value | ||||||||
Outstanding at December 31, 2023 | 596,466 | $ | 72.95 | 6.2 | |||||||
Granted |
|
| 147,340 | 5.79 |
| | |||||
Cancelled/Forfeited |
|
| (28,186) | 5.36 |
| | |||||
Outstanding at December 31, 2024 | 715,620 | $ | 61.79 | 6.1 | |||||||
Granted |
|
| 116,040 | 2.09 |
| |
| | |||
Cancelled/Forfeited |
|
| (20,539) | 7.24 |
| |
| | |||
Outstanding at December 31, 2025 | 811,121 | $ | 54.63 |
| 5.6 | $ | — | ||||
Exercisable at December 31, 2025 | 624,537 | $ | 69.83 |
| 4.7 | $ | — | ||||
Vested or expected to vest at December 31, 2025 | 811,121 | $ | 54.63 |
| 5.6 | $ | — | ||||
The weighted-average grant date fair value of options granted during the years ended December 31, 2025 and 2024, was $1.57 and $4.53, per share, respectively.
Restricted Stock Units
During the year ended December 31, 2025, the Company granted the following RSU’s:
| ● | a total of 10,090 RSUs to executive officers of the Company which vest ratably on the 1st, 2nd and 3rd anniversaries of the grant date. |
| ● | a total of 8,360 RSUs to non-employee directors of the Company which vest on the one-year anniversary of the grant date. |
During the year ended December 31, 2024, the Company granted the following RSU’s:
| ● | a total of 16,820 RSUs to executive officers of the Company which vest ratably on the 1st, 2nd and 3rd anniversaries of the grant date. |
| ● | a total of 6,270 RSUs to non-employee directors of the Company which vest on the one-year anniversary of the grant date. |
As of December 31, 2025, there was $0.1 million of unrecognized compensation cost related to RSUs granted under the 2019 Plan, which is expected to be recognized over a weighted-average period of approximately 1.8 years.
The following table shows restricted stock unit activity during the year ended December 31, 2025:
Weighted‑ | |||||
average | |||||
grant date | |||||
Shares | fair value | ||||
Outstanding at December 31, 2023 | 23,870 | $ | 10.00 | ||
Granted | 23,090 | 5.56 | |||
Vested | (10,518) | 9.42 | |||
Cancelled/Forfeited | (6,730) | 5.25 | |||
Outstanding at December 31, 2024 | 29,712 | $ | 7.83 | ||
Granted | 18,450 | 2.02 | |||
Vested | (17,154) | 7.94 | |||
Cancelled/Forfeited | — | — | |||
Outstanding at December 31, 2025 | 31,008 | $ | 4.31 | ||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 25, 2025 | |
| 2023 | Mar 26, 2024 | |
| 2022 | Mar 30, 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.