LENZ Therapeutics, Inc.LENZ
LENZ Therapeutics, Inc. Stock Compensation Disclosure
Share-Based Compensation
2020 Equity Incentive Plan and 2024 Equity Incentive Plan
LENZ OpCo adopted an equity incentive plan in 2020 (the “2020 Plan”), which provides for the granting of incentive stock options, non-statutory stock options, and other equity awards to LENZ OpCo’s employees, officers, directors, and consultants. Pursuant to the Merger Agreement, Graphite assumed the 2020 Plan and all stock options issued and outstanding under the 2020 Plan.
The Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”) at the closing of the Merger. Upon adoption, there were 3,011,948 shares of the Company’s common stock available for grant under the 2024 Plan. Additionally, the share reserve is subject to annual increases of an amount equal to the least of 4,517,922 shares, 5% of the Company’s outstanding common stock on the last day of the preceding fiscal year, or a lesser amount determined by the Company’s board of directors. As of December 31, 2025, 2,592,506 shares of the Company’s common stock had been granted under the 2024 Plan.
As of December 31, 2025, the aggregate number of shares of common stock authorized under the 2020 Plan and the 2024 Plan, as amended, was 6,328,708 shares.
2024 Employee Stock Purchase Plan
The Company adopted the 2024 Employee Stock Purchase Plan (the “2024 ESPP”) at the closing of the Merger. Upon adoption, there were 250,995 shares of the Company’s common stock reserved for issuance under the 2024 ESPP. Additionally, the share reserve is subject to annual increases of an amount equal to the least of 376,493 shares, 1% of the Company’s outstanding common stock on the last day of the preceding fiscal year, or an amount determined by the Company’s board of directors. As of December 31, 2025, 35,246 shares of the Company’s common stock had been granted under the 2024 ESPP.
As of December 31, 2025, the aggregate number of shares of common stock authorized under the 2024 ESPP was 491,063 shares.
Stock Options
Stock options granted under the 2020 Plan and the 2024 Plan generally vest over to four years and expire after 10 years. The Company uses the closing stock price on the grant date for fair value.
A summary of stock option activity for awards under the 2020 Plan and the 2024 Plan is presented below:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Lives (years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | 2,989,927 | $ | 10.50 | 8.2 | $ | 55,531 | |||||||||||||||||
| Granted | 1,151,114 | $ | 27.20 | ||||||||||||||||||||
| Exercised | (158,858) | $ | 7.06 | ||||||||||||||||||||
| Forfeited | (159,936) | $ | 16.64 | ||||||||||||||||||||
| Outstanding as of December 31, 2025 | 3,822,247 | $ | 15.41 | 8.0 | $ | 16,441 | |||||||||||||||||
| Exercisable as of December 31, 2025 | 1,727,761 | $ | 8.25 | 7.1 | $ | 13,919 | |||||||||||||||||
| Vested and expected to vest | 3,822,247 | $ | 15.41 | 8.0 | $ | 16,441 | |||||||||||||||||
The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $4.3 million and $4.1 million, respectively.
The assumptions used in the Black-Scholes option pricing model for stock options granted were as follows:
Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Expected term | 5.5 - 6.1 years | 5.8 - 6.1 years | |||||||||
| Expected volatility | 90.2% - 96.5% | 93.0% - 106.2% | |||||||||
| Risk free interest rate | 3.8% - 4.5% | 3.8% - 4.5% | |||||||||
| Expected dividend yield | 0.0% | 0.0% | |||||||||
The weighted-average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $21.23 and $16.44 per share, respectively. As of December 31, 2025, there was $29.7 million of unrecognized compensation cost related to unvested stock options granted under the 2020 Plan and 2024 Plan, which is expected to be recognized over a weighted average period of 2.5 years.
Restricted Stock Units
A summary of restricted stock unit activity is presented below:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Outstanding as of December 31, 2024 | — | $ | — | ||||||||
| Granted | 30,500 | 26.34 | |||||||||
| Vested | — | — | |||||||||
| Forfeited | (2,860) | 26.34 | |||||||||
| Outstanding as of December 31, 2025 | 27,640 | $ | 26.34 | ||||||||
As of December 31, 2025, there was $0.5 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 3.0 years.
Share-Based Compensation Expense
Share-based compensation expense was as follows (in thousands):
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cost of sales | $ | 27 | $ | — | |||||||
| Selling, general and administrative | 10,879 | 4,471 | |||||||||
| Research and development | 1,641 | 1,894 | |||||||||
| Total | $ | 12,547 | $ | 6,365 | |||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 24, 2026 | Showing above |
| 2024 | Mar 19, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 20, 2023 | |
| 2021 | Mar 21, 2022 | |
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.