BIOLIFE SOLUTIONS INCBLFS
BIOLIFE SOLUTIONS INC Stock Compensation Disclosure
Stock-based compensation
Stock compensation plans
Our stock-based compensation programs are long-term retention programs that are intended to attract, retain, and provide incentives for talented employees, officers, and directors, and to align stockholder and employee interests. Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, with awards generally vesting over a 4 year period, and forfeitures recognized as incurred. We have the following stock-based compensation plans and programs:
During 2013, we adopted the 2013 Performance Incentive Plan (the “2013 Plan”), which allowed us to grant options or restricted stock awards to all employees, including executive officers, outside consultants and non-employee directors. An aggregate of 3.1 million shares of common stock was initially reserved for issuance under the 2013 Plan. In May 2017, July 2020, June 2021, and June 2022, the shareholders approved an increase in the number of shares available for issuance to 4.1 million shares, 5.0 million shares, 6.5 million shares, and 8.5 million shares, respectively. As of April 25, 2023, the 2013 Plan expired as to future awards in accordance with its terms. As of December 31, 2025, there were outstanding options to purchase 117,000 shares of the Company’s common stock and approximately 70,000 unvested restricted stock awards outstanding under the 2013 Plan.
On July 21, 2023, our stockholders approved the 2023 Omnibus Performance Incentive Plan (the "2023 Plan"). The 2023 Plan allows us to grant equity awards to employees, directors, and outside consultants. An aggregate of 4.2 million shares of common stock were initially reserved for issuance under the 2023 Plan, plus any shares subject to awards under the 2013 Plan that were outstanding as of July 21, 2023, and which are subsequently forfeited or lapsed and not issued under the 2013 Plan. As of December 31, 2025, there were approximately 1.7 million unvested restricted stock awards outstanding under the 2023 Plan.
Issuance of shares
When options are exercised, it is the Company’s policy to issue new shares.
Stock option activity
Service vesting-based stock options
The following is a summary of service vesting-based stock option activity for the year ended December 31, 2025 and 2024, and the status of service vesting-based stock options outstanding as of December 31, 2025 and 2024:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | Wtd. Avg. Exercise Price | Shares | Wtd. Avg. Exercise Price | Shares | Wtd. Avg. Exercise Price | ||||||||||||||||||||||||||||||
| Outstanding as of beginning of year | 127,000 | $ | 2.19 | 217,250 | $ | 2.21 | 456,293 | $ | 2.17 | ||||||||||||||||||||||||||
| Exercised | (10,000) | 1.83 | (90,250) | 2.23 | (239,043) | 2.12 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 117,000 | $ | 2.22 | 127,000 | $ | 2.19 | 217,250 | $ | 2.21 | ||||||||||||||||||||||||||
| Stock options exercisable at year end | 117,000 | $ | 2.22 | 127,000 | $ | 2.19 | 217,250 | $ | 2.21 | ||||||||||||||||||||||||||
We did not recognize stock compensation expense related to service-based options during the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025, there was $2.6 million of aggregate intrinsic value of outstanding and exercisable service-based vesting stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the year and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2025. This amount will change based on the fair market value of the Company’s stock. Intrinsic value of service vesting-based awards exercised during the years ended December 31, 2025, 2024, and 2023 was $0.2 million, $1.8 million, and $3.9 million, respectively. There were no service based-vesting options granted during the years ended December 31, 2025, 2024, and 2023. The weighted average remaining contractual life of service vesting-based options outstanding and exercisable as of December 31, 2025 is 0.4 years. There were no unrecognized compensation costs for service vesting-based stock options as of December 31, 2025.
The following table summarizes information about service vesting-based stock options exercisable and outstanding as of December 31, 2025:
| Range of Exercise Prices | Number Outstanding at December 31, 2025 | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | |||||||||||||||||
$1.00 - 1.50 | 2,000 | 0.85 | $ | 1.49 | ||||||||||||||||
| $1.51 - 2.00 | 105,000 | 0.30 | 1.90 | |||||||||||||||||
| $2.51 - 8.60 | 10,000 | 1.92 | 5.69 | |||||||||||||||||
| 117,000 | 0.44 | $ | 2.22 | |||||||||||||||||
Restricted stock
Service vesting-based restricted stock
The following is a summary of service vesting-based restricted stock activity for the years ended December 31, 2025 and 2024, and the status of unvested service vesting-based restricted stock outstanding as of December 31, 2025 and 2024:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | Wtd. Avg. Grant Date Fair Value | Shares | Wtd. Avg. Grant Date Fair Value | Shares | Wtd. Avg. Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Outstanding as of beginning of year | 1,295,640 | $ | 16.00 | 2,312,898 | $ | 18.32 | 1,879,215 | $ | 28.94 | ||||||||||||||||||||||||||
| Granted | 470,824 | 25.64 | 484,886 | 20.65 | 1,907,101 | 13.12 | |||||||||||||||||||||||||||||
| Vested | (599,358) | 18.58 | (1,323,729) | 21.57 | (1,237,221) | 24.97 | |||||||||||||||||||||||||||||
| Forfeited | (61,532) | 17.35 | (178,415) | 17.09 | (236,197) | 25.88 | |||||||||||||||||||||||||||||
| Non-vested at year end | 1,105,574 | $ | 18.62 | 1,295,640 | $ | 16.00 | 2,312,898 | $ | 18.32 | ||||||||||||||||||||||||||
The aggregate fair value of the service vesting-based awards granted during the years ended December 31, 2025, 2024, and 2023 was $11.4 million, $10.0 million, and $25.0 million, respectively. The aggregate fair value of the service vesting-based awards that vested during the years ended December 31, 2025, 2024, and 2023 was $11.2 million, $27.7 million, and $20.5 million, respectively.
We recognized stock compensation expense of $10.6 million, $9.6 million, and $12.8 million related to service vesting-based awards during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, there was $16.8 million in unrecognized compensation costs related to service vesting-based awards. We expect to recognize those costs over 2.6 years.
Performance-based restricted stock
On March 8, 2024, the Company granted a performance-based restricted stock award ("PSA") for 109,512 shares to an executive. The shares granted contain performance conditions based on Company metrics related to future performance. The performance-based award was structured to vest between 0% and 200% of the number of restricted shares granted to the recipient based on the achievement of certain financial metrics related to future performance. The grant date fair value of this award was $17.36 per share. The fair value of this award is being expensed on a straight-line basis over the requisite service period ending on December 31, 2025. The PSA has been modified since its grant date as follows:
| (in millions) | Fair Value | ||||
| Fair value of PSA as of grant date | $ | 1.9 | |||
| Q4 2024 change in estimated achievement probability | 0.8 | ||||
| Q1 2025 modification | 1.6 | ||||
| Cumulative stock compensation expense related to PSA as of December 31, 2025 | (4.3) | ||||
| Remaining unrecognized non-cash compensation costs related to PSA | $ | — | |||
During the fourth quarter of the year ended December 31, 2024, it was determined the probability of attainment of the performance condition increased to greater than 100% of shares granted. In accordance with ASC Topic 718, Compensation - Stock Compensation ("ASC 718") we recognized a cumulative catch up in stock compensation expense to reflect the increased probability the PSA would vest in excess of the shares originally granted. The fair value of this award is being expensed on a straight-line basis in accordance with the estimated quantity of shares expected to vest over the requisite service period ending on December 31, 2025.
During the first quarter of the year ended December 31, 2025, the Board approved a modification to the metrics underlying the PSA to give effect to the adjusted operating results of the Company following the divestitures that occurred during the
year ended December 31, 2024. The modification increased the probability that the performance-based award would vest in excess of the shares originally granted to its maximum amount of 200%. In accordance with ASC 718, this modification resulted in an incremental compensation cost of $1.6 million, which will be recognized over the remainder of the service period of the award.
We recognized stock compensation expense related to the PSA of $3.1 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively. There were no unrecognized compensation costs for the PSA as of December 31, 2025.
There were no performance-based restricted stock awards granted or vested during the year ended December 31, 2025. The aggregate fair value of the service vesting-based awards granted during the year ended December 31, 2024 was $1.9 million. No performance-based restricted stock awards vested during the year ended December 31, 2024.
No performance-based restricted stock awards were granted or vested during the year ended December 31, 2023.
Market-based restricted stock
The following is a summary of market-based restricted stock activity under our 2023 Plan for the years ended December 31, 2025 and 2024 and the status of market-based restricted stock outstanding as of December 31, 2025 and 2024:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | Wtd. Avg. Grant Date Fair Value | Shares | Wtd. Avg. Grant Date Fair Value | Shares | Wtd. Avg. Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Outstanding as of beginning of year | 495,686 | $ | 25.69 | 509,166 | $ | 26.50 | 271,044 | $ | 30.64 | ||||||||||||||||||||||||||
| Granted | 451,801 | 32.91 | 312,081 | 26.61 | 268,738 | 25.19 | |||||||||||||||||||||||||||||
| Vested | (470,287) | 25.19 | (325,561) | 27.84 | (30,616) | 51.65 | |||||||||||||||||||||||||||||
| Non-vested at year end | 477,200 | $ | 33.02 | 495,686 | $ | 25.69 | 509,166 | $ | 26.50 | ||||||||||||||||||||||||||
The following is a summary of key inputs to our market-based restricted stock awards as of December 31, 2025:
| Fair Value Assumptions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant Date | Target Shares | Vesting Range | Market Condition Period | FV of Award (in millions) | Volatility | Risk Free Rate | Dividend Rate | Attainment % | Vested Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 TSR | 2/24/2022 | 240,428 | 0% - 200% | 1/1/2022 - 12/31/2023 | $ | 6.7 | 63 | % | 1.5 | % | — | % | 125 | % | 300,529 | ||||||||||||||||||||||||||||||||||||||||||||
2023 TSR(1) | 1/3/2023 | 268,738 | 0% - 200% | 1/1/2023 - 12/31/2024 | $ | 6.8 | 78 | % | 4.4 | % | — | % | 175 | % | 470,287 | ||||||||||||||||||||||||||||||||||||||||||||
2024 TSR(2) | 3/8/2024 | 239,464 | 0% - 200% | 1/1/2024 - 12/31/2025 | $ | 6.3 | 80 | % | 4.6 | % | — | % | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||
| 2025 TSR | 3/18/2025 | 250,252 | 0% - 200% | 1/1/2025 - 12/31/2026 | $ | 9.8 | 60 | % | 4.1 | % | — | % | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||
(1) Of the $6.8 million fair value of the 2023 Total Shareholder Return ("TSR") award being expensed on a straight-line basis over the grant date to the vesting date, $1.6 million of expense was recognized in 2023 to reflect accelerations in the vesting period of certain awards.
(2) Of the $6.3 million fair value of the 2024 TSR award being expensed on a straight-line basis over the grant date to the vesting date, $0.3 million of expense was recognized in 2024 to reflect accelerations in the vesting period of certain awards.
Each of the market-based restricted stock awards outlined above were granted to the Company's executives. These restricted stock awards contain a market condition based on TSR. The market-based restricted stock awards vest at a range determined by the Compensation Committee of the Board in comparison of the Company's TSR to the TSR of a group of the Company's peers. The fair value of these awards is determined using a Monte Carlo simulation with various assumptions. These assumptions include historical volatility, dividend yield, and a risk-free interest rate. The historical
volatility is based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the measurement date with a maturity consistent with the 2-year term associated with the market condition of these awards. The fair value of these awards is expensed on a straight-line basis over the grant date to the vesting date.
When the TSR period for each award has elapsed, the Company determines the TSR attainment percentage to award each recipient based on the targeted amount of shares granted.
We recognized stock compensation expense of $7.6 million, $4.5 million, and $7.1 million related to market-based restricted stock awards for the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025, there was $5.5 million in unrecognized non-cash compensation costs related to market-based restricted stock awards expected to vest. We expect to recognize those costs over 1 year.
The aggregate fair value of the market-based awards granted during the years ended December 31, 2025, 2024, and 2023 was $6.3 million, $6.3 million, and $6.5 million, respectively. The aggregate fair value of the market-based awards that vested during the years ended December 31, 2025, 2024, and 2023 was $11.8 million, $5.7 million, and $0.7 million, respectively.
Total stock compensation expense
We recorded total stock compensation expense for the years ended December 31, 2025, 2024, and 2023, as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| Research and development costs | $ | 2,499 | $ | 1,558 | $ | 2,076 | |||||||||||
| Sales and marketing costs | 1,792 | 1,620 | 3,158 | ||||||||||||||
| General and administrative costs | 15,875 | 10,814 | 13,213 | ||||||||||||||
| Cost of revenue | 1,105 | 1,291 | 1,456 | ||||||||||||||
| Total | $ | 21,271 | $ | 15,283 | $ | 19,903 | |||||||||||
(1) During the years ended December 31, 2025 and 2024, $21 thousand and $18 thousand, respectively, of stock compensation expenses were capitalized to internal use software. No stock compensation expenses were capitalized into internal use software during the year ended December 31, 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2019 | May 15, 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.