Cardiff Oncology, Inc. Stock Compensation Disclosure
6. Stock-Based Compensation
2021 Equity Incentive Plan
In June 2021, the Company's stockholders approved the 2021 Omnibus Equity Incentive Plan ("2021 Plan"). As of December 31, 2025, the number of authorized shares in the 2021 Plan is equal to the sum of (i) 12,150,000 shares, plus (ii) the number of shares of Common Stock reserved, but unissued under the 2014 Plan; and (iii) the number of shares of Common Stock underlying forfeited awards under the 2014 Plan. As of December 31, 2025, there were 4,928,228 shares available for issuance under the 2021 Plan.
2014 Equity Incentive Plan
Subsequent to the adoption of the 2021 Plan, no additional equity awards can be made under the terms of the 2014 Plan.
Inducement Grants
The Company issues equity awards to certain new employees as inducement grants outside of its 2021 Plan. As of December 31, 2025, an aggregate of 1,590,288 shares were issuable upon the exercise of inducement grant stock options approved by the Company.
Rescinding and Reissuance of March 2024 Stock Options
On May 30, 2024, the Board of Directors of the Company approved the rescinding of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options granted on March 7, 2024 at an exercise price of $3.51 per share to employees and officers of the Company. On May 30, 2024, the Board of Directors of the Company approved the grant of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options at an exercise price of $3.51 per share to employees and officers of the Company, subject to stockholder approval of an increase in the shares of common stock available for issuance pursuant to the Company’s 2021 Equity Incentive Plan at the Company’s annual meeting on June 20, 2024. The increase of shares available was approved by shareholders at the June 20, 2024 meeting, thus completing the requirements for the reissuance of the grant. The terms of the reissued grant were identical to the rescinded grant, therefore the transaction does not represent a stock option modification.
Stock-based compensation has been recognized in operating results as follows:
(in thousands) |
|
Years ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Research and development expenses |
|
$ |
2,376 |
|
|
$ |
1,660 |
|
Selling, general and administrative expenses |
|
|
3,317 |
|
|
|
3,100 |
|
Total stock-based compensation |
|
$ |
5,693 |
|
|
$ |
4,760 |
|
Stock Options
The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following assumptions during the years indicated below:
|
|
Years ended December 31, |
||
|
|
2025 |
|
2024 |
Risk-free interest rate (range) |
|
3.89% - 4.11% |
|
4.04% - 4.27% |
Dividend yield |
|
0% |
|
0% |
Expected volatility (range) |
|
104% - 106% |
|
103% - 107% |
Expected term (in years) |
|
6.2 |
|
5.8 |
Risk-free interest rate — Based on the daily yield curve rates for U.S. Treasury obligations with maturities that correspond to the expected term of the Company’s stock options.
Dividend yield — The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.
Expected volatility — Based on the historical volatility of the Company’s common stock.
Expected term — The expected term for options granted after January 1, 2023 is estimated based on the Company's historical employee data.
Forfeitures — The Company estimates forfeitures based on its historical experience.
The weighted-average fair value per share of all options granted during the years ended December 31, 2025 and 2024, estimated as of the grant date using the Black-Scholes option valuation model, was $2.99 and $2.79 per share, respectively.
The unrecognized compensation cost related to non-vested stock options outstanding at December 31, 2025 was $9.8 million. The weighted-average remaining amortization period at December 31, 2025 for non-vested stock options was 2.7 years.
The total fair value of shares vested during the years ended December 31, 2025 and 2024 was $5.1 million and $4.6 million, respectively.
A summary of stock option activity and of changes in stock options outstanding is presented below:
|
|
Number of |
|
|
Weighted- |
|
|
Intrinsic |
|
|
Weighted- |
|||
Balance outstanding, December 31, 2024 |
|
|
8,334,765 |
|
|
$ |
3.88 |
|
|
$ |
11,668,989 |
|
|
7.5 years |
Granted |
|
|
3,368,632 |
|
|
$ |
3.59 |
|
|
|
|
|
|
|
Exercised |
|
|
(283,065 |
) |
|
$ |
1.74 |
|
|
$ |
158,343 |
|
|
|
Forfeited |
|
|
(589,583 |
) |
|
$ |
2.97 |
|
|
|
|
|
|
|
Expired |
|
|
(73,456 |
) |
|
$ |
8.29 |
|
|
|
|
|
|
|
Balance Outstanding, December 31, 2025 |
|
|
10,757,293 |
|
|
$ |
3.87 |
|
|
$ |
2,678,115 |
|
|
7.1 years |
Vested and exercisable, December 31, 2025 |
|
|
6,272,094 |
|
|
$ |
4.22 |
|
|
$ |
2,143,080 |
|
|
5.9 years |
Vested and expected to vest, December 31, 2025 |
|
|
10,542,439 |
|
|
$ |
3.88 |
|
|
$ |
2,641,323 |
|
|
7.1 years |
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.