BIO-RAD LABORATORIES, INC.BIO
BIO-RAD LABORATORIES, INC. Stock Compensation Disclosure
11. SHARE-BASED COMPENSATION/EQUITY AWARDS AND PURCHASE PLANS
Equity Award Plan
The 2017 Incentive Award Plan, as amended ("2017 Plan") authorizes the grant of stock options, restricted stock, restricted stock units, performance-based stock units and other types of equity awards to officers and certain other employees. Stock options are granted at exercise prices not less than the fair market value of the underlying common stock on the date of grant and have a maximum term of 10 years. We may issue stock options for either Class A or Class B common stock. Prior to September 2020, equity awards granted vest in increments of 20% per year on the yearly anniversary date of the grant. Starting in September 2020, equity awards granted vest in increments of 25% per year on the yearly anniversary date of the grant.
A total of 2,108,724 shares have been reserved for issuance of equity awards under the 2017 Plan and may be of either Class A or Class B common stock. At December 31, 2025, there were 701,495 shares available to be granted.
Employee Stock Purchase Plan
Our 2011 Employee Stock Purchase Plan ("2011 ESPP" or "ESPP") provides that eligible employees may contribute up to the greater of 10% of their compensation or $25,000 annually towards the quarterly purchase of our Class A common stock. The employees’ purchase price is 85% of the lesser of the fair market value of the stock on the first business day or the last business day of each calendar quarter. The Board of Directors authorized the sale of 1,300,000 shares of Class A common stock under the 2011 ESPP.
Share-Based Compensation
Included in our share-based compensation expense is the cost related to stock option grants, ESPP stock purchases and restricted stock unit awards, including performance-based stock awards. Share-based compensation expense is allocated in the consolidated statements of income (loss) as follows (in millions):
| Year ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cost of goods sold | $ | 6.3 | $ | 6.5 | $ | 6.1 | ||||||||||||||
| Selling, general and administrative expense | 40.3 | 42.9 | 43.9 | |||||||||||||||||
| Research and development expense | 11.4 | 12.9 | 11.3 | |||||||||||||||||
| Share-based compensation expense | $ | 58.0 | $ | 62.3 | $ | 61.3 | ||||||||||||||
The income tax benefit related to share-based compensation expense was $9.3 million, $10.6 million and $9.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. We did not capitalize any share-based compensation expense as it was immaterial.
The tax benefit (expense) from equity awards vested or exercised during the years ended December 31, 2025, 2024 and 2023 was $(3.2) million, $(3.5) million and $1.3 million, respectively.
For equity awards, we amortize the grant date fair value on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. We recognize forfeitures as they occur.
Stock Options
No stock options were granted during the year ended December 31, 2023. The weighted-average fair value of stock options granted was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions for the year ended December 31, 2025:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Expected volatility | 34.2% | 32.5% | |||||||||
| Risk-free interest rate | 4.02% | 4.07% | |||||||||
| Expected life (in years) | 6.4 | 6.3 | |||||||||
| Expected dividend | — | — | |||||||||
| Weighted-average fair value of options granted | $ | 106.56 | $ | 137.14 | |||||||
Expected volatility is based on the historical volatilities of our common stock for a period equal to the stock option’s expected life. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life represents the number of years that we estimate, based primarily on historical experience, that the options will be outstanding prior to exercise. We do not anticipate paying any cash dividends in the future and therefore use an expected dividend yield of zero.
The following table summarizes stock option activity:
| Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||||||||||||||||
| Outstanding, December 31, 2024 | 101,242 | $ | 371.99 | |||||||||||||||||||||||
| Granted | 42,412 | $ | 256.45 | |||||||||||||||||||||||
| Exercised | (3,000) | $ | 159.32 | |||||||||||||||||||||||
| Forfeited | (24,649) | $ | 403.73 | |||||||||||||||||||||||
| Outstanding, December 31, 2025 | 116,005 | $ | 328.51 | 6.39 | $ | 2.9 | ||||||||||||||||||||
| Unvested, December 31, 2025 | 59,472 | $ | 296.81 | 8.77 | $ | 1.8 | ||||||||||||||||||||
| Exercisable, December 31, 2025 | 56,533 | $ | 373.45 | 3.82 | $ | 1.1 | ||||||||||||||||||||
Intrinsic value for stock options is defined as the difference between the current market value and the exercise price. The total intrinsic value on the date of exercise of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $0.3 million, $0.5 million and $20.2 million, respectively.
Cash received from stock options exercised during the years ended December 31, 2025, December 31, 2024 and December 31, 2023 amounted to $0.5 million, $2.4 million and $0.7 million, respectively.
As of December 31, 2025, there was $5.5 million of total unrecognized compensation expense from stock options. This amount is expected to be recognized in the future over a remaining weighted-average period of approximately three years.
Restricted Stock Units - Service-based
Restricted stock units are rights to receive shares of company stock. The fair value of a restricted stock unit is the market value as determined by the closing price of the stock on the day of grant.
The following table summarizes restricted stock units activity:
Restricted Stock Units | Weighted- Average Grant-Date Fair Value | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||||||||||||||||
| Outstanding, December 31, 2024 | 428,422 | $ | 381.21 | |||||||||||||||||||||||
| Granted | 263,756 | $ | 295.12 | |||||||||||||||||||||||
| Vested | (123,281) | $ | 421.45 | |||||||||||||||||||||||
| Forfeited | (71,023) | $ | 377.33 | |||||||||||||||||||||||
| Outstanding, December 31, 2025 | 497,874 | $ | 326.20 | 1.83 | $ | 150.9 | ||||||||||||||||||||
The total fair value of restricted stock units - service-based vested for the years ended December 31, 2025, 2024 and 2023 was $36.5 million, $40.2 million and $44.7 million, respectively. As of December 31, 2025, there was approximately $143.2 million of total unrecognized compensation expense related to restricted stock units. This amount is expected to be recognized over a remaining weighted-average period of approximately three years.
Employee Stock Purchase Plan
The fair value of the employees’ purchase rights under the 2011 ESPP was estimated using a Black-Scholes model with the following weighted-average assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 42.8 | % | 32.4 | % | 35.4 | % | |||||||||||
| Risk-free interest rate | 4.28 | % | 5.29 | % | 5.15 | % | |||||||||||
| Expected life (in years) | 0.25 | 0.25 | 0.24 | ||||||||||||||
| Expected dividend | — | — | — | ||||||||||||||
| Weighted-average fair value | |||||||||||||||||
| of purchase rights | $ | 64.64 | $ | 68.78 | $ | 90.11 | |||||||||||
The assumptions are primarily based on historical data. Volatility is based on the historical volatilities of our common stock for a period equal to the expected life of the purchase rights. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. We do not anticipate paying any cash dividends in the future and therefore use an expected dividend yield of zero.
We sold 68,507 shares for total employee contributions of $14.8 million, 65,200 shares for total employee contributions of $16.3 million and 56,985 shares for total employee contributions of $17.8 million under the 2011 ESPP to employees for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, 285,172 shares remain authorized and available for issuance under the 2011 ESPP.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 11, 2022 | |
| 2020 | Feb 16, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Apr 1, 2019 | |
| 2017 | Apr 16, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 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.