KORU Medical Systems, Inc. Stock Compensation Disclosure
The Company maintains three equity incentive plans: the 2015 Stock Option Plan, as amended (the “2015 Plan”), the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), and the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). All equity awards issued to employees, consultants, and non-employee directors on or after May 9, 2024 are issued from the 2024 Plan. The Company has also issued restricted stock and stock options as employment inducement awards outside of these plans to its Chief Executive Officer, Chief Commercial Officer, and Chief Technology Officer.
The 2015 Plan provides for the grant of incentive stock options and nonqualified stock options. As of December 31, 2025, there were shares reserved for outstanding awards under the 2015 Plan.
The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock awards, restricted stock awards, restricted stock units, performance share units, stock appreciation rights, and/or other equity-based awards to employees, consultants and directors. As of December 31, 2025, there were shares reserved for outstanding awards under the 2021 Plan.
The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, stock awards, restricted stock awards, restricted stock units, performance share units, stock appreciation rights and/or other equity-based awards to employees, consultants and directors. Awards previously made under the 2015 Plan and the 2021 Plan that are forfeited or cancelled after May 9, 2024 will be available for issuance under the 2024 Plan. As of December 31, 2025, there were shares reserved for outstanding awards and shares available for issuance under the 2024 Plan.
Each non-employee director of the Company (other than the Chairman of the Board) is eligible to receive $ annually, to be paid quarterly in arrears of $12,500 in cash and $15,000 in common stock. The Chairman of the Board is eligible to receive $ annually, to be paid quarterly in arrears of $12,500 in cash and $22,500 in common stock. Prior to May 9, 2024 in the periods presented in this report, non-employee director equity compensation was issued from the Non-Employee Director Compensation Plan. From and after May 9, 2024 non-employee director equity compensation is issued from the 2024 Plan. All payments were and are pro-rated for partial service.
Restricted stock units (“RSUs”) and performance share units (“PSUs”) are equity classified and measured at the fair value of the underlying stock at the grant date.
In 2025 the Company issued PSU’s to certain employees and measured the fair value of the PSUs using a Monte Carlo simulation valuation model. The risk-free interest rate used was 3.93%, which was based on the US treasury yield consistent with the contractual term of the awards. The expected volatility was a blended volatility rate of 48.78%, which incorporated both the Company’s observed equity volatility and the relevant guideline company volatility.
Shares of stock granted for non-employee director fees are recorded at the fair value of the shares at the grant date.
The per share weighted average fair value of stock options granted during the years ended December 31, 2025 and December 31, 2024 was $ and $, respectively. The fair value of each award is estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the year ended December 31, 2025 and December 31, 2024. Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of the U.S. Treasury issues with a term equal to the expected life of the option being valued.
Time-Vesting Stock Options
| December 31, 2025 | ||||
| Dividend yield | % | |||
| Expected Volatility | % - % | |||
| Expected dividends | ||||
| Expected term (in years) | ||||
| Risk-free rate | % - % | |||
| Shares | Weighted Average Exercise Price | ||||
| Outstanding at January 1 | 2,687,024 | 3.07 | |||
| Granted | 834,445 | 3.38 | |||
| Exercised | (126,783 | ) | 2.57 | ||
| Forfeited | (274,508 | ) | 2.25 | ||
| Outstanding at December 31 | 3,120,178 | 3.25 | |||
| Options exercisable at December 31 | 1,878,721 | 3.38 | |||
Total stock-based compensation expense for time-vested stock options was $1,002,555 and $1,530,446 for the years ended December 31, 2025, and 2024, respectively. $186,165 and zero was received from option exercises for the years ended December 31, 2025, and 2024, respectively. As of December 31, 2025, the intrinsic value of all outstanding time-based stock options was $8,222,085.
| Range of Exercise Price | Number Outstanding |
Weighted Average Remaining Contractual Life |
Weighted Average Exercise Price |
Number Exercisable |
Weighted Average Exercise Price |
||||||||
| $2.08 - $3.98 | 3,120,178 | years | $ | 3.25 | 1,878,721 | $ | 3.38 | ||||||
As of December 31, 2025, there was $ of total unrecognized compensation cost related to time-vested stock option awards granted under the Plans. That cost is expected to be recognized over a weighted-average period of 24 months.
Performance-Vesting Stock Options
| Shares | Weighted Average Grant-Date Fair Value | ||||
| Outstanding at January 1 | 155,334 | $ | 1.48 | ||
| Granted | |||||
| Exercised | (22,000 | ) | 1.48 | ||
| Vested | |||||
| Forfeited/canceled | (133,334 | ) | 1.48 | ||
| Unvested at December 31 | $ | ||||
Total stock-based compensation expense for performance-vesting stock options was $ and $ for the years ended December 31, 2025, and 2024, respectively. No cash was received from the exercise of performance-vesting stock options for the years ended December 31, 2025, and 2024.
As of December 31, 2025, there was $0 of unrecognized compensation cost related to unvested employee performance options.
Restricted Stock Awards, RSUs, and PSUs
The following table summarizes the activities for our unvested restricted stock awards, RSUs, and PSUs for the year ended December 31, 2025.
| Shares | Weighted Average Grant-Date Fair Value |
|||||
| Unvested at January 1 | 1,269,937 | $ | 2.54 | |||
| Granted | 745,399 | 3.59 | ||||
| Vested | (199,750 | ) | 3.06 | |||
| Forfeited/canceled | (93,439 | ) | 2.30 | |||
| Unvested at December 31 | 1,722,147 | $ | 2.99 | |||
Total stock-based compensation expense for restricted stock awards, RSUs, and PSUs was $ and $ for the years ended December 31, 2025, and 2024, respectively.
As of December 31, 2025, there was $2,582,766 of unrecognized compensation cost related to unvested employee restricted stock awards, RSUs, and PSUs. This amount is expected to be recognized over a weighted-average period of 25 months.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 12, 2025 | |
| 2023 | Mar 13, 2024 | |
| 2022 | Mar 8, 2023 | |
| 2017 | May 5, 2017 | |
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.