Note 10. Equity-Based Compensation

2018 Stock Option and Grant Plan

In November 2018, the Company adopted, and its stockholders approved, the 2018 Stock Option and Grant Plan (the “2018 Plan”), which provides for the granting of stock options and other equity-based awards at the discretion of the Board of Directors or any subcommittee of the Board of Directors to the Company’s employees, officers, directors, and independent contractors. No further grants will be made under the 2018 Plan. However, the 2018 Plan will continue to govern outstanding equity awards granted thereunder. To the extent outstanding options granted under the 2018 Plan are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2018 Plan, the number of shares underlying such awards will be available for future grant under the 2020 Stock Option and Incentive Plan.

2020 Stock Option and Incentive Plan

In August 2020, the Company and its stockholders approved the 2020 Stock Option and Incentive Plan (the “2020 Plan”), which became effective on August 20, 2020. The 2020 Plan replaced the 2018 Plan as the Company’s Board of Directors has determined not to make additional awards under the 2018 Plan following the closing of the Company’s IPO. The 2020 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The Company has initially reserved 4,457,370 shares of its common stock for the issuance of awards under the 2020 Plan, which includes the shares of common stock remaining available for issuance under its 2018 Plan as of the business day immediately prior to the effective date of the registration statement. In June 2024, in connection with the Company’s 2024 annual shareholder meeting, shareholders approved an amendment to the 2020 stock option plan that redefined the definition of common stock outstanding for the purposes of calculating the annual increase to the shares available for issuance. After the

amendment, outstanding equity includes all outstanding common shares as well as outstanding pre-funded warrants. The 2020 Plan provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2021, and each January 1 thereafter, by 4% of the Company’s outstanding number of shares of common stock, inclusive of outstanding pre-funded warrants, on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. These limits are subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of December 31, 2025, there were an aggregate of 4,182,654 shares remaining available for future grants.

2020 Employee Stock Purchase Plan

In August 2020, the Company and its stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective August 20, 2020. The 2020 ESPP initially reserves and authorizes the issuance of up to a total of 445,653 shares of common stock to participating employees. The 2020 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2021 and each January 1 thereafter through January 1, 2030, by the lessor of (i) 438,898 shares of common stock, (ii) 1% of the Company’s outstanding number of shares of common stock on the immediately preceding December 31 or (iii) such lesser number of shares of common stock as determined by the administrator of the 2020 ESPP. The number of shares reserved under the 2020 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of December 31, 2025, there were an aggregate of 2,303,412 shares remaining available for future grants.

Stock Options

A summary of stock option activity under the 2020 Plan during the year ended December 31, 2025, is as follows (in thousands except share and per share data):

 

 

 

Number of
Options
Outstanding

 

 

Weighted
Average
Strike
Price per
Option

 

 

Weighted
Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at December 31, 2024

 

 

9,447,790

 

 

$

32.73

 

 

 

7.37

 

 

$

97,715

 

Granted

 

 

2,400,939

 

 

 

33.15

 

 

 

 

 

 

 

Exercised

 

 

(2,140,098

)

 

 

28.79

 

 

 

 

 

 

 

Forfeited

 

 

(704,883

)

 

 

38.53

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

9,003,748

 

 

$

33.33

 

 

 

7.14

 

 

$

400,490

 

Exercisable at December 31, 2025

 

 

5,945,970

 

 

$

32.09

 

 

 

6.30

 

 

$

271,876

 

 

The intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $95.0 million, $21.8 million and $9.1 million, respectively.

The weighted-average fair value of options granted during the years ended December 31, 2025, 2024 and 2023 was $23.43, $26.10 and $17.91 per share, respectively.

As of December 31, 2025, the total unrecognized stock-based compensation expense for unvested stock options was $63.4 million, which is expected to be recognized over 2.1 years.

During the first quarter of 2025, the Company began granting performance stock options, or PSOs, under the Company’s 2020 Stock Option and Incentive Plan to certain key employees of the Company, including the Company’s executive officers and management team. The total number of PSOs that may vest will range from 0 to a maximum of 100% of the target number of options granted. The PSOs will vest in three separate installments based upon the achievement of three clinical milestones. The achievement of one clinical milestone will result in the vesting of 40% of the Target Amount, the achievement of a second clinical milestone will result in the vesting of 40% of the Target Amount and the achievement of third clinical milestones will result in the vesting of 20% of the Target Amount. None of the PSOs with respect to the clinical milestone objective may vest prior to the first anniversary of the grant date. During the year ended December 31, 2025, the Company granted 88,000 PSOs with a weighted average strike price of $30.17. As of December 31, 2025, there are 88,000 PSOs outstanding with a weighted average strike price of $30.17. As of December 31, 2025 the Company has concluded that it is not probable the clinical milestone based performance conditions will be achieved, and as such, no stock based compensation has been recorded for PSOs.

The following table outlines equity-based compensation expense for stock options for the years ended December 31, 2025, 2024 and 2023:

 

 

 

Year ending December 31,

 

 

2025

 

 

2024

 

 

2023

 

 

Research and development

 

$

22,773

 

 

$

21,965

 

 

$

18,525

 

 

General and administrative

 

 

24,833

 

 

 

24,166

 

 

 

20,025

 

 

Total equity-based compensation

 

$

47,606

 

 

$

46,131

 

 

$

38,550

 

 

 

 

The weighted-average assumptions that the Company used in the Black-Scholes option pricing model to determine the grant date fair value of stock options granted to employees and non-employees for the years ended December 31, 2025, 2024 and 2023:

 

 

 

Year ending December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Expected term (in years)

 

 

5.87

 

 

 

5.80

 

 

5.87

 

Volatility

 

 

79

%

 

 

65

%

 

 

62

%

Risk-free interest rate

 

 

4.0

%

 

 

4.1

%

 

 

4.1

%

Dividend yield

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

 

Restricted Stock Units

The Company has granted restricted stock units with service-based and performance-based vesting conditions. A summary of restricted stock unit activity during the year ended December 31, 2025, is as follows:

 

 

 

Number of
Units
Outstanding

 

 

Grant Date
Fair Value
per Share

 

Unvested at December 31, 2024

 

 

749,604

 

 

$

32.24

 

Granted

 

 

1,082,073

 

 

 

33.87

 

Vested

 

 

(284,026

)

 

 

29.63

 

Forfeited

 

 

(202,496

)

 

 

32.64

 

Unvested at December 31, 2025

 

 

1,345,155

 

 

$

34.05

 

 

During the first quarter of 2025, the Company began granting restricted stock units with performance-based vesting conditions, or performance stock units ("PSUs") under the Company’s 2020 Stock Option and Incentive Plan to certain key employees of the Company, including the Company’s executive officers and management team. The total number of PSUs that may vest will range from 0 to a maximum of 100% of the target number of options granted. The PSUs will vest in three separate installments based upon the achievement of three clinical milestones. The achievement of one clinical milestone will result in the vesting of 40% of the Target Amount, the achievement of a second clinical milestone will result in the vesting of 40% of the Target Amount and the achievement of third clinical milestones will result in the vesting of 20% of the Target Amount. None of the PSUs with respect to the clinical milestone objective may vest prior to the first anniversary of the grant date.

During the year ended December 31, 2025 and 2024, the Company granted 285,723 and zero restricted stock units, respectively with performance based vesting conditions. As of December 31, 2025, the Company has concluded that it is not probable the clinical milestone based performance conditions will be achieved, and as such, no stock based compensation has been recorded for PSUs.

The Company granted 796,350, 400,917, and 404,844 restricted stock units with service based vesting conditions during the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the total unrecognized stock-based compensation expense for unvested restricted stock units was $28.9 million, which is expected to be recognized over 2.5 years.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense for restricted stock units of $11.2 million, $7.7 million and $3.8 million, respectively. During the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to restricted stock units of $8.1 million, $4.8 million and $2.5 million, respectively, within research and development. During the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to restricted stock units of $3.1 million, $2.9 million and $1.3 million, respectively, within general and administrative.

Equity-Based Compensation Expense

Total equity-based compensation expense recorded as research and development and general and administrative expenses for employees, directors, and non-employees during the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):

 

 

 

Years ending December 31,

 

 

2025

 

 

2024

 

 

2023

 

 

Research and development

 

$

31,522

 

 

$

27,766

 

 

$

21,555

 

 

General and administrative

 

 

28,382

 

 

 

27,246

 

 

 

21,563

 

 

Total equity-based compensation

 

$

59,904

 

 

$

55,012

 

 

$

43,118

 

 

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.