Alphatec Holdings, Inc. Stock Compensation Disclosure
9. Stock Benefit Plans and Stock-Based Compensation
2016 Equity Incentive Plan
In 2016 the Company adopted its 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the Company’s 2005 Employee, Director and Consultant Stock Plan. Under the 2016 Plan, the Company is authorized to grant up to 38,383,000 shares of options, restricted stock, restricted stock unit awards and performance unit awards to employees, directors, and consultants of the Company. The Board of Directors determines the terms of the grants made under the 2016 Plan. Options granted under the 2016 Plan expire no later than ten years from the date of grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Options generally vest over a four-year period and may be immediately exercisable upon a change of control of the Company. The exercise price of incentive stock options may not be less than 100% of the fair value of the Company’s common stock on the date of grant. The exercise price of any option granted to a 10% stockholder may be no less than 110% of the fair value of the Company’s common stock on the date of grant. Restricted stock unit awards and performance unit awards generally vest over a three or four year period and vest immediately upon a change in control of the Company. As of December 31, 2025, approximately 10,535,000 shares of common stock remained available for issuance under the 2016 Plan. The 2016 Plan expires in May 2026.
2016 Employment Inducement Award Plan
On October 4, 2016, the Company’s Board of Directors adopted the 2016 Employment Inducement Award Plan (the “Inducement Plan”). Under the Inducement Plan, the Company is authorized to grant up to 4,150,000 shares of options, restricted stock, restricted stock unit awards and performance unit awards to new employees of the Company by granting an award to such new employee as an inducement for the employee to begin employment with the Company. The terms of the Inducement Plan are substantially similar to the terms of the Company’s 2016 Plan with two principal exceptions: (i) incentive stock options may not be granted under the Inducement Plan; and (ii) the annual compensation paid by the Company to specified executives will be deductible only to the extent that it does not exceed $1.0 million. As of December 31, 2025 the Inducement Plan had approximately 130,000 shares of common stock reserved for issuance, which may only be granted to an employee who has not previously been an employee or member of the board of directors of the Company.
2019 Management Objective Strategic Incentive Plan
Under the 2019 Management Objective Strategic Incentive Plan, the Company is authorized to grant up to 500,000 shares of common stock to third-party individuals or entities that do not qualify under the Company’s other existing equity plans. As of December 31, 2025, approximately 486,000 restricted shares and approximately 12,500 common stock warrants have been granted under the 2019 Management Objective Strategic Incentive Plan.
2017 Distributor Inducement Plan
Under the 2017 Distributor Inducement Plan, the Company is authorized to grant up to 1,500,000 shares of common stock to independent third-party sales agents whereby, upon the achievement of certain Company sales and/or distribution milestones the Company may grant to an independent sales agent shares of common stock or warrants to purchase shares of common stock. The warrants and restricted stock units issued under the plan are subject to time based or net sales-based vesting conditions. As of December 31, 2025, approximately 345,000 warrants and approximately 899,000 shares of restricted common stock were granted under the 2017 Distributor Inducement Plan. As of December 31, 2025, approximately 345,000 warrants and approximately 895,000 shares of common stock were earned or issued.
2017 Development Services Plan
Under the 2017 Development Services Plan, the Company is authorized to issue up to 10,000,000 shares of common stock to third-parties upon the achievement of certain revenue milestones associated with certain developed products. Future payments for product and/or intellectual property development work may be paid in either cash or restricted shares of the Company’s common stock at the election of the developer, depending on the terms of the agreement. Each common stock issuance is contingent on net sales-based criteria and other provisions, including the satisfaction of applicable laws regarding the issuance of restricted shares to such developers. The Company has entered into Development Services Agreements for development of a wide variety of potential products and intellectual property, with the possibility of issuing shares of common stock. As of December 31, 2025, 5,560,000 shares have been earned or issued under the Development Services Plan. The Company recognizes stock-based compensation once the achievement of the performance criteria and vesting conditions are deemed probable.
Stock-Based Compensation Costs
The compensation cost that has been included in the Company’s consolidated statements of operations for all stock-based compensation arrangements is detailed as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cost of sales |
|
$ |
4,529 |
|
|
$ |
4,961 |
|
|
$ |
25,082 |
|
Research and development |
|
|
19,531 |
|
|
|
27,030 |
|
|
|
18,741 |
|
Sales, general and administrative |
|
|
49,659 |
|
|
|
41,286 |
|
|
|
37,421 |
|
Total |
|
$ |
73,719 |
|
|
$ |
73,277 |
|
|
$ |
81,244 |
|
Stock Options
A summary of the Company’s stock option activity under the equity plans and related information is as follows (in thousands, except as indicated and per share data):
|
|
Shares |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding at December 31, 2024 |
|
|
2,158 |
|
|
$ |
3.15 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(296 |
) |
|
|
3.30 |
|
|
|
|
|
|
|
||
Forfeited |
|
|
(25 |
) |
|
|
12.76 |
|
|
|
|
|
|
|
||
Outstanding at December 31, 2025 |
|
|
1,837 |
|
|
$ |
2.99 |
|
|
|
2.19 |
|
|
$ |
33,144 |
|
Options vested and expected to vest at |
|
|
1,837 |
|
|
$ |
2.99 |
|
|
|
2.19 |
|
|
$ |
33,144 |
|
Options exercisable at |
|
|
1,837 |
|
|
$ |
2.99 |
|
|
|
2.19 |
|
|
$ |
33,144 |
|
There were no stock options granted during the years ended December 31, 2025, 2024 and 2023. The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $2.9 million, $2.1 million and $5.2 million, respectively. The aggregate intrinsic value of options at December 31, 2025 is based on the Company’s closing stock price on the last business day of 2025 of $21.04 per share.
As of December 31, 2025, there was no unrecognized compensation expense for stock options.
Restricted Stock Units and Performance Based Restricted Stock Units
The following table summarizes information about the restricted stock units and performance-based restricted units activity (in thousands, except as indicated and per share data):
|
|
Shares |
|
|
Weighted |
|
|
Weighted |
|
|||
Unvested at December 31, 2024 |
|
|
7,426 |
|
|
$ |
12.92 |
|
|
|
|
|
Awarded |
|
|
7,400 |
|
|
|
12.59 |
|
|
|
|
|
Vested |
|
|
(5,107 |
) |
|
|
13.23 |
|
|
|
|
|
Forfeited |
|
|
(298 |
) |
|
|
11.46 |
|
|
|
|
|
Unvested at December 31, 2025 |
|
|
9,421 |
|
|
$ |
12.66 |
|
|
|
1.04 |
|
The weighted-average grant-date fair value per share of awards granted during the years ended December 31, 2025, 2024 and 2023 was $12.59, $12.56 and $15.39, respectively. The total fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $68.5 million, $59.4 million and $104.3 million, respectively.
As of December 31, 2025, there was $58.6 million of unrecognized compensation expense for restricted stock awards, restricted stock units, and performance-based restricted units which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.59 years.
Salary-to-Equity Conversion Program
On March 31, 2025, the Compensation Committee of the Board of Directors of the Company adopted a salary conversion plan (the “Plan”) under which the cash payment of base salaries for certain Company executive officers was reduced by 10% to 50% and, in exchange, the Company's executive officers were granted RSUs. The RSUs granted under the Plan vested in two equal installments on August 5, 2025 and December 5, 2025, subject to the respective executive officer's continued employment with the Company on each vesting date.
Employee Stock Purchase Plan
In 2007, the Company adopted the Employee Stock Purchase Plan ("ESPP"). A total of 3,637,449 shares of common stock have been reserved for issuance under the ESPP. As of December 31, 2025, approximately 222,000 shares were available for future issuance.
The ESPP provides eligible employees with a means of acquiring equity in the Company at a discounted purchase price using their own accumulated payroll deductions. Under the terms of the ESPP, employees can elect to have up to 20% of their annual compensation, up to a maximum of $21,250 per year, withheld to purchase shares of Company common stock for a purchase price equal to 85% of the lower of the fair market value per share (at closing) of Company common stock on (i) the commencement date of the six-month offering period or (ii) the respective purchase date.
During the years ended December 31, 2025, 2024 and 2023 there were approximately 492,000, 529,000 and 375,000 shares of common stock, issued under the ESPP, respectively. The Company recognized $2.0 million, $2.2 million and $1.7 million in expense related to the ESPP for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company estimates the fair value of shares issued to employees under the ESPP using the Black-Scholes option-pricing model. The assumptions used to estimate the fair value of stock purchase rights under the ESPP are as follows:
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Year Ended December 31, |
|
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|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Risk-free interest rate |
|
3.81% - 4.44% |
|
|
4.44% - 5.41% |
|
|
4.54% - 5.41% |
|
|||
Expected dividend yield |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Expected term (years) |
|
|
0.50 |
|
|
|
0.50 |
|
|
0.41 - 0.60 |
|
|
Volatility |
|
54.74% - 91.91% |
|
|
54.47% - 91.91% |
|
|
40.87% - 62.77% |
|
|||
Common Stock Reserved for Future Issuance
Common stock reserved for future issuance consists of the following (in thousands):
|
|
December 31, 2025 |
|
|
Stock options outstanding |
|
|
1,837 |
|
Unvested restricted stock units |
|
|
9,421 |
|
Employee stock purchase plan |
|
|
222 |
|
Senior convertible notes |
|
|
32,064 |
|
Warrants outstanding |
|
|
8,177 |
|
Authorized for future grant under the Distributor and |
|
|
257 |
|
Authorized for future grant under the Company |
|
|
10,666 |
|
|
|
|
62,644 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2017 | Mar 9, 2018 | |
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.