Kura Oncology, Inc. Stock Compensation Disclosure
11. Share-Based Compensation
Equity Incentive Plan
In March 2015, our board of directors adopted our Amended and Restated 2014 Equity Incentive Plan, which was most recently amended in June 2025, or 2014 Plan, to, among other things, increase the shares available for future grant by 4,750,000 shares. The 2014 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation to our employees, consultants and members of our board of directors. We issue shares of common stock upon the exercise of options and vesting of restricted stock unit awards and performance-based restricted stock unit awards with the source of those shares of common stock being newly issued shares. As of December 31, 2025, 34,577,686 shares of common stock were reserved for issuance and 8,373,981 shares of common stock were available for grant under the 2014 Plan.
Inducement Option Plan
In December 2023, our board of directors adopted the 2023 Inducement Option Plan, which was most recently amended in October 2025, or Inducement Plan, to increase the shares available for future grant by 750,000 shares. The terms and conditions of the Inducement Plan are substantially similar to our 2014 Plan. As of December 31, 2025, 3,250,000 shares of common stock were reserved for issuance and 869,550 shares of common stock were available for grant under the Inducement Plan.
Employee Stock Purchase Plan
In March 2015, our board of directors adopted the 2015 Employee Stock Purchase Plan, or ESPP. The ESPP permits eligible employees to purchase our common stock at a discount through payroll deductions during defined six-month offering periods. Eligible employees may elect to withhold up to 15% of their base earnings to purchase shares of our common stock at a price equal to 85% of the fair market value on the first day of the offering period or the last trading day prior to the purchase date, whichever is lower. As of December 31, 2025, we had issued 576,728 shares of common stock, and 327,697 shares of common stock were reserved for future issuance under the ESPP. Share-based compensation expense related to the ESPP for the years ended December 31, 2025, 2024 and 2023 was $0.7 million, $0.5 million and $0.3 million, respectively.
Stock Options, Restricted Stock Unit Awards and Performance-Based Restricted Stock Unit Awards
Stock Options
The exercise price of all stock options granted was equal to the fair market value of such stock on the date of grant. Stock options generally vest over a four-year period. The maximum contractual term for all stock options is ten years. The following is a summary of stock option activity for the year ended December 31, 2025, in thousands (except per share and years data):
|
|
Number of |
|
|
Weighted Average |
|
|
Weighted Average |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2024 |
|
|
12,903 |
|
|
$ |
16.76 |
|
|
|
|
|
|
|
||
Granted |
|
|
4,584 |
|
|
$ |
7.72 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(90 |
) |
|
$ |
5.84 |
|
|
|
|
|
|
|
||
Canceled |
|
|
(1,608 |
) |
|
$ |
15.34 |
|
|
|
|
|
|
|
||
Outstanding as of December 31, 2025 |
|
|
15,789 |
|
|
$ |
14.35 |
|
|
|
6.8 |
|
|
$ |
12,481 |
|
Vested and expected to vest as of December 31, 2025 |
|
|
15,789 |
|
|
$ |
14.35 |
|
|
|
6.8 |
|
|
$ |
12,481 |
|
Exercisable as of December 31, 2025 |
|
|
9,533 |
|
|
$ |
16.83 |
|
|
|
5.5 |
|
|
$ |
1,396 |
|
The aggregate intrinsic value in the above table is calculated as the difference between the closing price of our common stock as of December 31, 2025 of $10.39 per share and the exercise price of stock options that had strike prices below the closing price.
The following summarizes certain information regarding stock options, in thousands (except per share data):
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash received from options exercised |
|
$ |
527 |
|
|
$ |
7,655 |
|
|
$ |
534 |
|
Intrinsic value of options exercised |
|
$ |
354 |
|
|
$ |
4,722 |
|
|
$ |
280 |
|
Weighted-average grant date fair value per share |
|
$ |
4.69 |
|
|
$ |
10.05 |
|
|
$ |
6.99 |
|
As of December 31, 2025, unrecognized estimated compensation expense related to stock options was $36.6 million, which is expected to be recognized over the weighted-average remaining requisite service period of approximately 2.6 years.
Restricted Stock Unit Awards
RSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock. The RSUs generally vest annually over four years.
The following is a summary of RSU activity for the year ended December 31, 2025, in thousands (except per share and years data):
|
|
Number of |
|
|
Weighted Average |
|
|
Weighted Average |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2024 |
|
|
1,126 |
|
|
$ |
14.69 |
|
|
|
|
|
|
|
||
Granted |
|
|
1,014 |
|
|
$ |
8.79 |
|
|
|
|
|
|
|
||
Released |
|
|
(401 |
) |
|
$ |
14.91 |
|
|
|
|
|
|
|
||
Canceled |
|
|
(277 |
) |
|
$ |
11.74 |
|
|
|
|
|
|
|
||
Outstanding as of December 31, 2025 |
|
|
1,462 |
|
|
$ |
11.10 |
|
|
|
1.2 |
|
|
$ |
15,189 |
|
As of December 31, 2025, unrecognized estimated compensation expense related to RSUs was $11.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of approximately 2.4 years.
Performance-Based Restricted Stock Unit Awards
PSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock. The PSUs generally vest in six equal tranches upon the achievement of certain milestones and service conditions.
The following is a summary of PSU activity for the year ended December 31, 2025, in thousands (except per share and years data):
|
Number of |
|
Weighted Average |
|
||
Outstanding as of December 31, 2024 |
|
1,313 |
|
$ |
13.32 |
|
Granted |
|
222 |
|
$ |
9.12 |
|
Released |
|
(388 |
) |
$ |
12.63 |
|
Canceled |
|
(323 |
) |
$ |
13.32 |
|
Outstanding as of December 31, 2025 |
|
824 |
|
$ |
12.52 |
|
As of December 31, 2025, unrecognized estimated compensation expense related to the vested PSUs was $1.3 million, which is expected to be recognized over the weighted-average remaining requisite service period of approximately 0.8 years. As of December 31, 2025, the vesting of PSUs covering 436,667 shares of common stock were determined to not be probable and have not been included in share-based compensation expense or unrecognized estimated compensation expense.
Share-Based Compensation Expense
Total share-based compensation expense included on the statements of operations and comprehensive loss was comprised of the following, in thousands:
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Research and development |
|
$ |
12,587 |
|
|
$ |
14,620 |
|
|
$ |
12,660 |
|
Selling, general and administrative |
|
|
24,521 |
|
|
|
19,277 |
|
|
|
15,422 |
|
Total share-based compensation expense |
|
$ |
37,108 |
|
|
$ |
33,897 |
|
|
$ |
28,082 |
|
We estimated the fair value of stock options and ESPP stock purchase rights using the Black-Scholes model based on the date of grant with the following assumptions:
|
|
Options |
|
|
ESPP |
|
||||||||||||||||||
|
|
Years Ended December 31, |
|
|
Years Ended December 31, |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
||||||
Expected term (in years) |
|
5.75 — 7.01 |
|
|
5.60 — 6.83 |
|
|
5.48 — 6.05 |
|
|
|
0.50 |
|
|
|
0.50 |
|
|
|
0.50 |
|
|||
Expected volatility |
|
62.8% — 65.6% |
|
|
60.0% — 63.9% |
|
|
59.9% — 66.9% |
|
|
60.7% — 85.3% |
|
|
40.0% — 74.4% |
|
|
51.0% — 52.7% |
|
||||||
Risk-free interest rate |
|
3.8% — 4.4% |
|
|
3.5% — 4.6% |
|
|
3.5% — 4.7% |
|
|
3.8% — 4.3% |
|
|
4.4% — 5.4% |
|
|
|
5.4 |
% |
|||||
Expected dividend yield |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Expected term. The expected term of stock options represents the period that the stock options are expected to remain outstanding. We determined our expected term assumption using our own historical exercise experience. The expected term of the ESPP stock purchase rights is six months, which represents the length of each purchase period.
Expected volatility. Expected volatility for stock options and ESPP stock purchase rights was calculated based on our historical volatility.
Risk-free interest rate. The risk-free interest rates are based on the U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.
Expected dividend yield. The expected dividend yield of zero reflects that we have not paid cash dividends since inception and do not intend to pay cash dividends in the foreseeable future.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Mar 5, 2019 | |
| 2017 | Mar 12, 2018 | |
| 2016 | Mar 14, 2017 | |
| 2015 | Mar 17, 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.