Note 14. Stock-Based Compensation

Stock-Based Incentive Plans

The 2020 Plan

In July 2020, the Board of Directors approved the LENSAR Inc. 2020 Incentive Award Plan (the “2020 Plan”). The 2020 Plan provides for the grant of stock options, restricted stock, restricted stock unit awards, performance stock unit awards and other stock-based awards to recipients. The amount and terms of grants are determined by the Company’s Board of Directors or a duly authorized committee thereof. Participants must pay the Company, or make provisions to pay, any required withholding taxes by the date of the event creating the tax liability. Participants may satisfy the tax liability in cash or in stock. A total of 3,333 shares of common stock were initially reserved for issuance pursuant to the 2020 Plan. The number of shares available for issuance under the 2020 Plan includes an annual increase on the first day of each fiscal year beginning fiscal 2021, equal to the lesser of (i) 5% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as determined by the Board of Directors. As of December 31, 2025, the Company has reserved a total of 6,133 shares of common stock for issuance under the 2020 Plan.

The Inducement Plan

In February 2024, the Board adopted the 2024 Employment Inducement Incentive Award Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock or cash based awards (collectively, the “Inducement Awards”). The Inducement Plan was recommended for approval by the Compensation Committee of the Board and subsequently approved and adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. A maximum of 100 shares of common stock were reserved for issuance pursuant to the Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, Inducement Awards under the 2024 Plan may only be made to an employee who has not previously been an employee or member of the Board, or following a bona fide period of non-employment by the Company, if he or she is granted such Inducement Awards in connection with his

or her commencement of employment with the Company and such grant is an inducement material to his or her entering into employment with the Company.

A summary of the shares available for issuance under the 2020 Plan and Inducement Plan (collectively, the “Incentive Plans”) is as follows:

 

 

2020 Plan

 

 

Inducement Plan

 

Balance at December 31, 2023

 

 

294

 

 

 

 

Authorized

 

 

566

 

 

 

100

 

Granted/Awarded

 

 

(631

)

 

 

(18

)

Cancelled

 

 

248

 

 

 

2

 

Balance at December 31, 2024

 

 

477

 

 

 

84

 

Authorized

 

 

583

 

 

 

 

Granted/Awarded

 

 

(450

)

 

 

(9

)

Cancelled

 

 

74

 

 

 

6

 

Balance at December 31, 2025

 

 

684

 

 

 

81

 

Stock Options

The exercise price of incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”) shall not be less than 100% of the fair market value on the grant date of the option and the term may not exceed 10 years. The exercise price of ISOs granted to a 10% stockholder shall not be less than 110% of the estimated fair market value on the grant date of the option and the term may not exceed five years. To date, options have a term of 10 years and generally vest over one to four years from the grant date.

Option award activity under the Incentive Plans is set forth below:

 

 

 

Options Outstanding

 

 

 

Number of Shares

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (In Years)

 

 

Aggregate Intrinsic Value

 

Outstanding at December 31, 2023

 

 

1,974

 

 

$

5.31

 

 

 

8.0

 

 

$

429

 

Options granted

 

 

49

 

 

$

4.39

 

 

 

 

 

 

 

Options exercised

 

 

(16

)

 

$

3.75

 

 

 

 

 

 

 

Options cancelled

 

 

(162

)

 

$

6.15

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,845

 

 

$

5.22

 

 

 

7.3

 

 

$

6,859

 

Options granted

 

 

4

 

 

$

10.96

 

 

 

 

 

 

 

Options exercised

 

 

(17

)

 

$

5.41

 

 

 

 

 

 

 

Options cancelled

 

 

(23

)

 

$

5.66

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

1,809

 

 

$

5.23

 

 

 

6.4

 

 

$

11,587

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at December 31, 2025

 

 

1,809

 

 

$

5.23

 

 

 

6.4

 

 

$

11,587

 

Vested and exercisable at December 31, 2025

 

 

1,657

 

 

$

5.40

 

 

 

6.3

 

 

$

10,326

 

 

The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $6.58 and $2.56, respectively. The total fair value of options vested during the years ended December 31, 2025

and 2024 was approximately $837 and $1,531, respectively. Total unrecognized compensation expense of $234 related to stock options will be recognized over a weighted average period of 1.1 years.

The following table summarizes information about stock options outstanding and vested as of December 31, 2025:

 

 

 

Options Outstanding

 

 

Options Vested

 

Exercise Price

 

Options Outstanding

 

 

Weighted Average Remaining Contractual Term (in Years)

 

 

Weighted Average Exercise Price

 

 

Number Exercisable

 

 

Weighted Average Exercise Price

 

 $2.15 - $3.10

 

 

326

 

 

 

7.0

 

 

$

2.66

 

 

 

234

 

 

$

2.66

 

 $3.23

 

 

422

 

 

 

7.4

 

 

$

3.23

 

 

 

395

 

 

$

3.23

 

 $3.27 - $5.95

 

 

40

 

 

 

8.0

 

 

$

4.23

 

 

 

20

 

 

$

4.27

 

 $6.04

 

 

390

 

 

 

6.0

 

 

$

6.04

 

 

 

382

 

 

$

6.04

 

 $6.07 - $13.48

 

 

631

 

 

 

5.5

 

 

$

7.45

 

 

 

626

 

 

$

7.44

 

 

 

 

1,809

 

 

 

6.4

 

 

$

5.23

 

 

 

1,657

 

 

$

5.40

 

The Company estimated the fair value of stock-options using the Black-Scholes option pricing model. The fair value of employee and non-employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee and non-employee stock options was estimated using the following assumptions for the years ended December 31, 2025 and 2024:

 

Year Ended December 31,

 

Year Ended December 31,

 

2025

 

2024

Risk-free interest rate

4.0 - 4.4%

 

3.6 - 4.6%

Expected term (years)

6

 

6

Expected volatility

61%

 

58 - 61%

Dividends

0.0%

 

0.0%

Expected term: The expected term for the Company’s stock-based compensation awards was based on an index of the expected terms of a group of comparable publicly-traded medical device and other peer companies, which the Company believed was representative of the expected term of its awards.

Risk-free interest rate: The risk-free interest rate was based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected term.

Expected volatility: The expected volatility for the Company’s stock-based compensation awards was based on an index of the historical volatilities of a group of comparable publicly-traded medical device and other peer companies, which the Company believed was representative of the volatility of its common stock.

Expected dividend yield: The Company does not intend to pay dividends for the foreseeable future. Accordingly, the Company used a dividend yield of zero in the assumptions.

Restricted Stock Units

Restricted stock units granted to employees and non-employees generally vest over one to four years in regular increments. The fair value of restricted stock units is based on the Company’s closing stock price on the date of grant.

Performance stock units granted to certain executive officers are subject to service and performance conditions. The shares subject to the performance stock units vest over a four-year performance period. The actual number of performance stock units that will vest in each measurement period will be determined by the Compensation Committee based on the Company’s one-year trailing revenues and achievement of certain revenue thresholds. The fair value of performance stock units is based on the Company’s closing stock price on the date of grant.

Restricted stock unit and performance stock unit activity under the Incentive Plans is set forth below:

 

 

Restricted Stock Units Outstanding

 

 

 

Number of
Units

 

 

Weighted-
average
grant-
date fair
value
 per share

 

Non-vested at December 31, 2023

 

 

483

 

 

$

3.04

 

Granted

 

 

600

 

 

$

3.23

 

Vested

 

 

(239

)

 

$

3.04

 

Cancelled

 

 

(47

)

 

$

2.74

 

Non-vested at December 31, 2024

 

 

797

 

 

$

3.20

 

Granted

 

 

455

 

 

$

10.66

 

Vested

 

 

(293

)

 

$

3.17

 

Cancelled

 

 

(10

)

 

$

9.02

 

Non-vested at December 31, 2025

 

 

949

 

 

$

6.72

 

The total fair value of restricted stock units vested during the year ended December 31, 2025 and 2024 was $1,286 and $723, respectively. At December 31, 2025, there was approximately $4,225 of total unrecognized compensation expense related to restricted stock units and performance stock units, which is expected to be recognized over a weighted-average period of 2.4 years.

2020 Employee Stock Purchase Plan

In September 2020, the Board of Directors approved the LENSAR Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”), under which eligible employees are permitted to purchase common stock at a discount through payroll deductions. A total of 340 shares of common stock were initially reserved for issuance. The number of shares available for issuance under the 2020 ESPP includes an increase on the first day of each fiscal year, beginning in 2022, by an amount equal to the lesser of (i) 1.0% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (ii) a lesser amount as determined by the Board of Directors. As of December 31, 2025, the Company has reserved 681 shares of common stock for issuance under the 2020 ESPP. The price of the common stock purchased will be the lower of 85% of the fair market value of the common stock at the beginning of an offering period or at the end of a purchase period. The 2020 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

As of December 31, 2025, 494 shares of common stock have been issued to employees participating in the 2020 ESPP and 187 shares were available for future issuance under the 2020 ESPP. The grant date fair value of the shares to be issued under the Company’s 2020 ESPP was estimated using the Black-Scholes valuation model.

The following table sets forth the total stock-based compensation expense recognized under the Incentive Plans and the 2020 ESPP in the Company’s statements of operations:

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Revenue—product

 

$

25

 

 

$

8

 

Cost of revenue—product

 

 

212

 

 

 

215

 

Cost of revenue—service

 

 

192

 

 

 

128

 

Selling, general and administrative expenses

 

 

2,397

 

 

 

1,983

 

Research and development expenses

 

 

317

 

 

 

331

 

Total

 

$

3,143

 

 

$

2,665

 

 

Total unrecognized stock-based compensation expense is expected to be amortized as follows:

 

Fiscal Year

 

Amount

 

2026

 

$

1,880

 

2027

 

 

1,338

 

2028

 

 

1,102

 

2029

 

 

139

 

Total unrecognized stock-based compensation expense

 

$

4,459

 

 

The amounts included in this table are based on restricted stock units, performance stock units, and stock options outstanding at December 31, 2025 and assumes the requisite service period is fulfilled for all awards outstanding. Actual stock-based compensation expense in future periods may vary from those reflected in the table.

Historical Timeline

Fiscal YearFiled
2025Mar 31, 2026Showing above
2024Feb 27, 2025
2023Mar 4, 2024
2022Mar 16, 2023
2021Mar 3, 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.