BridgeBio Pharma, Inc.BBIO
BridgeBio Pharma, Inc. Stock Compensation Disclosure
Stock-Based Compensation
Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories on our consolidated statements of operations for employees and non-employees:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost of goods sold | $ | 1,265 | $ | — | $ | — | |||||||||||
| Research and development | 49,267 | 49,844 | 61,647 | ||||||||||||||
| Selling, general and administrative | 84,656 | 63,862 | 53,369 | ||||||||||||||
| Restructuring, impairment, and related charges | 1,694 | 160 | — | ||||||||||||||
| Total stock-based compensation | $ | 136,882 | $ | 113,866 | $ | 115,016 | |||||||||||
We recorded $3.9 million, $18.1 million, and $6.3 million of stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. During the years ended December 31, 2025 and 2024, $3.6 million, and an immaterial amount, respectively, of stock-based compensation expense were capitalized to inventories.
Equity-Based Awards of BridgeBio
In December 2023, the Amended and Restated 2019 Inducement Equity Plan (the “A&R 2019 Inducement Plan”) was amended and restated to increase the number of shares authorized for issuance from 2,000,000 shares to 3,750,000 shares. In June 2024, our stockholders approved an amendment and restatement of our 2021 Amended and Restated Stock Option and Incentive Plan (the “2021 A&R Plan”) to, among other things, increase the number of shares of common stock authorized for issuance by 6,500,000 shares. In June 2025, our stockholders further approved an amendment and restatement of the 2021 A&R Plan to, among other things, increase the number of shares of common stock authorized for issuance by 5,000,000 shares. As of December 31, 2025, 10,563,629 shares and 747,576 shares were reserved for future issuances under the 2021 A&R Plan and the A&R 2019 Inducement Plan, respectively. We also reserved 2,802,644 shares under the Eidos Award Exchange in 2021 (the “Eidos Award Exchange Plan”), all of which were issued upon execution of the Eidos Award Exchange as discussed below. The 2021 A&R Plan and the A&R 2019 Inducement Plan and the Eidos Award Exchange Plan are collectively referred herein as the “Plans.”
2020 Stock and Equity Award Exchange Program
On April 22, 2020, we completed our Exchange Program for certain subsidiaries, which was an opportunity for eligible controlled entities’ employees and consultants to exchange their subsidiary equity (including common stock, vested and unvested stock options and RSAs) for BridgeBio equity (including common stock, vested and unvested stock options and RSAs) and/or performance-based milestone awards tied to the achievement of certain development and regulatory milestones. The Exchange Program aligns our incentive compensation structure for employees and consultants across the BridgeBio group of companies to be consistent with the achievement of our overall corporate goals. In connection with the Exchange Program, we issued awards of BridgeBio equity under the 2019 Amended and Restated Stock Option and Incentive Plan (the “2019 A&R Plan”), which was amended and restated in December 2021 into the 2021 A&R Plan and further amended and restated in June 2024 and in June 2025, respectively, as mentioned above, to 149 grantees covering 554,064 shares of common stock, 1,268,110 stock options to purchase common stock, 50,145 shares of RSAs and 22,611 shares of performance-based RSAs. The exchange also included performance-based milestone awards of up to $183.4 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. In consideration for all the subsidiaries’ shares tendered, BridgeBio increased its ownership in controlled entities included in the Exchange Program and the corresponding noncontrolling interest decreased.
On November 18, 2020, we completed a stock and equity award under our Exchange Program for a subsidiary. We issued awards of BridgeBio equity under the 2019 A&R Plan to 16 grantees covering 24,924 shares of common stock, 70,436 stock options to purchase common stock, and 10,772 shares of performance-based stock options to purchase common stock. The exchange also included performance-based milestone awards of up to $11.7 million to be settled in fully-vested RSAs in the future upon achievement of the milestones.
We evaluated the exchange of the controlled entities’ outstanding common stock and equity awards for BridgeBio awards as a modification under ASC 718, Share Based Payments. Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the accounting treatment, we consider the fair value, vesting conditions and classification as an equity or liability award of the controlled entity equity before the exchange, compared to the BridgeBio equity received as part of the exchange to determine whether modification accounting must be applied. When applying modification accounting, we considered the type of modification to determine the appropriate stock-based compensation cost to be recognized on April 22 and November 18, 2020, (each the “Modification Date”), and subsequent to the Modification Date.
We considered the total shares of common stock and equity awards, whether vested or unvested, held by each participant in each controlled entity as the unit of account. The controlled entity’s common stock and equity awards in each unit of account was exchanged for a combination of BridgeBio’s common stock, time-based vesting equity awards and/or performance-based milestone awards. Other than the exchange of the controlled entity equity awards for performance-based milestone awards, all other exchanged BridgeBio equity awards retained the original vesting conditions. As a result, there was no incremental stock-based compensation expense resulting from the exchange of time-based equity awards.
At the completion of the Exchange Program, we determined $17.4 million of the performance-based milestone awards were probable of achievement and represented the incremental stock-based compensation cost resulting from the modification of time-based equity awards to performance-based milestone awards. These performance-based milestone awards were to be recognized over a period ranging from 0.7 years to 1.7 years. There was no incremental stock-based compensation cost arising from the completion of the Exchange Program on November 18, 2020. Under ASC 718, we account for such performance-based milestone awards as a liability in “Accrued compensation and benefits” and in “Other long-term liabilities” on the consolidated balance sheets due to the fixed milestone amount that will be converted into a variable number of shares of BridgeBio common stock to be granted upon the achievement date.
Stock Option Grants
The following table summarizes BridgeBio’s stock option activity under the Plans for the year ended December 31, 2025:
| Options Outstanding | Weighted-Average Exercise Price per Option | Weighted-Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 12,499,883 | ||||||||||||||||||||||||||||
| Regular equity program | 11,172,627 | $ | 25.76 | 6.2 | $ | 78,764 | |||||||||||||||||||||||
| Eidos Awards Exchange | 1,014,175 | $ | 14.18 | 4.3 | $ | 13,734 | |||||||||||||||||||||||
| Exchange Program | 313,081 | $ | 2.20 | 4.3 | $ | 7,995 | |||||||||||||||||||||||
| Granted | 180,733 | ||||||||||||||||||||||||||||
| Regular equity program | 180,733 | $ | 38.59 | ||||||||||||||||||||||||||
| Exercised | (1,180,825) | ||||||||||||||||||||||||||||
| Regular equity program | (835,876) | $ | 28.46 | ||||||||||||||||||||||||||
| Eidos Awards Exchange | (279,359) | $ | 13.96 | ||||||||||||||||||||||||||
| Exchange Program | (65,590) | $ | 0.68 | ||||||||||||||||||||||||||
| Cancelled | (7,583) | ||||||||||||||||||||||||||||
| Regular equity program | (7,583) | $ | 35.35 | ||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 11,492,208 | ||||||||||||||||||||||||||||
| Regular equity program | 10,509,901 | $ | 25.76 | 5.3 | $ | 533,163 | |||||||||||||||||||||||
| Eidos Awards Exchange | 734,816 | $ | 14.26 | 3.2 | $ | 45,726 | |||||||||||||||||||||||
| Exchange Program | 247,491 | $ | 2.61 | 3.5 | $ | 18,285 | |||||||||||||||||||||||
| Exercisable as of December 31, 2025 | 10,527,845 | ||||||||||||||||||||||||||||
| Regular equity program | 9,545,538 | $ | 26.17 | 5.1 | $ | 480,355 | |||||||||||||||||||||||
| Eidos Awards Exchange | 734,816 | $ | 14.26 | 3.2 | $ | 45,726 | |||||||||||||||||||||||
| Exchange Program | 247,491 | $ | 2.61 | 3.5 | $ | 18,285 | |||||||||||||||||||||||
The options granted to employees and non-employees are exercisable at the closing price as reported on the Nasdaq Global Select Market of BridgeBio’s common stock at the respective grant dates. The options granted have a service condition and generally vest over a period of to four years.
The weighted-average grant date fair value of options granted during the year ended December 31, 2025 was $30.15.
The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2025 in the table above are calculated based on the difference between the exercise price and the current fair value of BridgeBio’s common stock. The total intrinsic value of options exercised for the years ended December 31, 2025, 2024 and 2023, was $32.2 million, $2.9 million and $5.3 million, respectively.
As of December 31, 2025, there was $11.7 million of total unrecognized compensation cost related to stock options under the Plans that is expected to be recognized over a weighted-average period of 1.3 years.
Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)
Time-Based RSUs
The following table summarizes BridgeBio’s time-based RSU activity under the Plans for the year ended December 31, 2025:
| Unvested Shares of RSUs Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||
| Balance as of December 31, 2024 | 10,272,798 | $ | 21.91 | ||||||||
| Granted | 4,383,339 | $ | 35.20 | ||||||||
| Vested | (4,758,614) | $ | 23.64 | ||||||||
| Cancelled | (957,588) | $ | 23.77 | ||||||||
| Balance as of December 31, 2025 | 8,939,935 | $ | 27.31 | ||||||||
The time-based RSUs have a service condition and generally vest over a period of to four years. As of December 31, 2025, there was $229.0 million of total unrecognized compensation cost related to time-based RSUs under the Plans that is expected to be recognized over a weighted-average period of 2.2 years.
Performance-Based Milestone Awards
Apart from the milestone awards under the Exchange Program described above, we also have performance-based milestone compensation arrangements with certain employees and consultants whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion, upon achievement of each contingent milestone. Upon achievement of a contingent milestone and if such performance-based milestone awards are settled in the form of equity, these are satisfied in the form of fully-vested RSAs. We recognize such contingent stock-based compensation expense when the milestone is probable of achievement. Refer to Note 8 for contingent compensation accrued associated with performance-based milestone awards that are determined to be probable as of December 31, 2025.
Performance-Based RSUs
The following table summarizes BridgeBio’s performance-based RSU activity under the Plans for the year ended December 31, 2025:
| Unvested Shares of RSUs Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||
| Balance as of December 31, 2024 | 3,326 | $ | 18.71 | ||||||||
| Granted | 194,650 | $ | 33.75 | ||||||||
| Vested | (3,326) | $ | 18.71 | ||||||||
| Cancelled | — | $ | — | ||||||||
| Balance as of December 31, 2025 | 194,650 | $ | 33.75 | ||||||||
In March 2025, the Company approved and granted RSUs under the 2021 A&R Plan to certain officers and employees with vesting based on achievement of positive top-line readout targets, which are subject to the continued service of the officers and employees through the applicable vesting date and are subject to accelerated vesting upon a change in control event (“performance-based RSUs”). We recognize such contingent stock-based compensation expense when the top-line readout targets are probable of achievement. As of the date of this report, the top-line readout targets were all achieved. As of December 31, 2025, there was $6.5 million of total unrecognized compensation cost related to performance-based RSUs under the Plans that is expected to be recognized over a weighted-average period of 1.6 years.
Market-Based RSUs
In December 2023, the Company approved and granted performance restricted stock units under the 2021 A&R Plan to certain employees with vesting based on achievement of market capitalization targets (“market-based RSUs”), which are subject to the continued service of the employees through the vest date and are subject to accelerated vesting upon a change in control event. The achievement of the market capitalization targets will be measured based on BridgeBio market capitalization data (available on the Nasdaq.com website) meeting the targets for 20-consecutive trading days during the performance period of up to six years from the date of grant.
The respective grant-date fair value of the market-based RSUs, which aggregated to $10.8 million, was determined using the Monte Carlo valuation model and are recognized as compensation expense over the derived service period of the awards. The assumptions used in the Monte Carlo valuation included expected volatility ranging from 96.8% - 113.7%, risk-free rate ranging from 4.2% - 4.4%, no expected dividend yield, expected term of to six years and possible future market capitalization over the derived service period based on historical stock prices and market capitalization.
As of December 31, 2025, 232,142 market-based RSUs were outstanding with a weighted average grant date fair value of $28.97. As of December 31, 2025, there was no unrecognized compensation cost related to market-based RSUs under the Plans.
2019 Employee Stock Purchase Plan (ESPP)
On June 22, 2019, we adopted the 2019 Employee Stock Purchase Plan, which became effective on June 25, 2019 and was amended and restated effective as of December 12, 2019. The ESPP initially reserves and authorizes the issuance of up to a total of 2,000,000 shares of common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the lower of: (i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31, (ii) 2,000,000 shares or (iii) such lesser number of shares as determined by the Compensation Committee.
Under the ESPP, eligible employees may purchase shares of BridgeBio’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15% of the employee’s compensation and employees may not purchase more than 3,500 shares of BridgeBio’s common stock during any offering period.
For the year ended December 31, 2025, employees purchased 261,422 shares for $6.4 million under our ESPP. As of December 31, 2025, 3,100,352 shares were reserved for future issuance under the ESPP.
Valuation Assumptions
We used the Black-Scholes model to estimate the fair value of stock options and stock purchase rights under the ESPP. The following table presents the weighted-average assumptions used in the Black-Scholes calculations:
Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Stock Options | ESPP | Stock Options | ESPP | Stock Options | ESPP | ||||||||||||||||||||||||||||||
| Expected term (in years) | 6.0 | 0.5 | 6.0 | 0.5 | 6.0 | 0.5 | |||||||||||||||||||||||||||||
| Expected volatility | 94.0% - 94.7% | 46.7% - 60.9% | 92.0% - 93.1% | 52.0% - 122.1% | 66.2% - 67.5% | 86.1% - 122.1% | |||||||||||||||||||||||||||||
| Risk-free interest rate | 4.1 | % | 4.1% - 5.0% | 3.8% - 4.3% | 5.0% - 5.5% | 3.9% - 4.1% | 3.1% - 5.5% | ||||||||||||||||||||||||||||
| Dividend yield | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Weighted-average fair value of stock-based awards granted | $ | 30.15 | $ | 14.09 | $ | 21.28 | $ | 11.34 | $ | 8.48 | $ | 8.22 | |||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2019 | Mar 3, 2020 | |
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.