13. Stockholders’ Equity and Stock-Based Compensation

Equity Incentive Plans

As of December 31, 2025, the Company’s approved equity incentive plans included the 2015 Equity Incentive Plan (“2015 Plan”), the 2013 Equity Incentive Plan (“2013 Plan”), and the 2008 Equity Incentive Plan (“2008 Plan”). These plans are administered by the Board of Directors (the “Board”) and permit the granting of stock, stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and dividend equivalent rights to employees, officers, directors and consultants of the Company.

The Company has certain stock option and restricted stock awards outstanding under each of its equity incentive plans but, upon adoption of the 2015 Plan, the Company no longer grants new equity awards under its 2008 and 2013 Plans. The Company adopted its 2015 Plan in June 2015 and subsequently amended the plan in April 2016, April 2017, February and April 2019, April 2021, April 2022 and April 2024, October 2024 and April 2025. The aggregate shares of common stock reserved for issuance under the 2015 Plan, as amended, is 14,930,277 shares.

Employee Stock Purchase Plan

The Lantheus Holdings, Inc. 2023 Employee Stock Purchase Plan, (the “2023 ESPP”) provides for the granting of up to 500,000 shares of the Company’s common stock to eligible employees. The 2023 ESPP allows eligible employees to contribute up to 15% of their qualifying compensation toward the semi-annual purchase of the Company’s common stock in March and September of each year, subject to an annual maximum dollar amount. The purchase price is the lesser of 85% of the fair market value of the stock on the last trading day of each Offering Period (as defined in the 2023 ESPP); or the first trading day of each Offering Period. The number of shares issued under the 2023 ESPP was 62,243 shares, 67,920 shares and 34,345 shares in 2025, 2024 and 2023, respectively. The Company calculates the fair value of the shares issued under the 2023 ESPP using the Black-Scholes model at the commencement of an Offering Period in March and September of each year and the related expense is recorded over the Offering Period.

 

Stock-Based Compensation Expense

Stock-based compensation expense recognized in the consolidated statements of operations is summarized below:

 

 

 

Year Ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

Cost of goods sold

 

$

14,116

 

 

$

12,670

 

 

$

9,126

 

Sales and marketing

 

 

16,557

 

 

 

13,899

 

 

 

9,500

 

General and administrative

 

 

41,673

 

 

 

37,945

 

 

 

24,807

 

Research and development

 

 

13,217

 

 

 

11,879

 

 

 

7,074

 

Total stock-based compensation expense

 

$

85,563

 

 

$

76,393

 

 

$

50,507

 

 

 

 

 

 

 

 

 

 

 

Stock Options

Stock option awards under the 2015 Plan are granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. Stock option awards generally vest over three years; however, there are certain stock option awards with a vesting period of one year that are granted to certain employees and members of the Board. All option awards have a ten-year contractual term.

A summary of stock option activity for 2025 is presented below:

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Remaining

 

 

Aggregate

 

 

 

Total

 

 

Average

 

 

Contractual

 

 

Intrinsic

 

 

 

Stock

 

 

Exercise

 

 

Term

 

 

Value

 

 

 

Options

 

 

Price

 

 

(Years)

 

 

($)

 

Balance at January 1, 2025

 

 

1,216,746

 

 

$

60.92

 

 

 

 

 

 

 

Options granted

 

 

566,899

 

 

$

86.14

 

 

 

 

 

 

 

Options exercised

 

 

(171,101

)

 

$

48.74

 

 

 

 

 

 

 

Options cancelled and forfeited

 

 

(196,516

)

 

$

83.34

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

1,416,028

 

 

$

69.37

 

 

 

 

 

 

 

Vested and expected to vest at December 31, 2025

 

 

1,378,843

 

 

$

69.07

 

 

 

7.5

 

 

 

10,759,578

 

Exercisable at December 31, 2025

 

 

622,283

 

 

$

57.29

 

 

 

5.9

 

 

 

8,863,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The table below summarizes the key weighted-average assumptions used in valuing stock options granted:

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Expected volatility

 

 

57.2

%

 

 

55.4

%

 

 

56.1

%

Risk-free interest rate

 

 

4.1

%

 

 

4.2

%

 

 

4.0

%

Expected life (in years)

 

 

5.9

 

 

 

6.0

 

 

 

6.0

 

Expected dividend yield

 

 

 

 

 

 

 

 

 

During the years ended December 31, 2025, 2024 and 2023, 171,101, 209,657 and 214,619 options were exercised having aggregate intrinsic values of $7.1 million, $12.1 million and $12.9 million, respectively. The weighted average grant-date fair value of stock options granted was $49.19, $39.26 and $43.18 for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, there was $24.1 million of unrecognized compensation expense related to outstanding stock options, which is expected to be recognized over a weighted-average period of 2.0 years.

Restricted Stock Units

A summary of RSU activity for 2025 is presented below:

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Grant

 

 

 

 

 

 

Date Fair Value Per

 

 

 

Shares

 

 

Share

 

Nonvested balance at January 1, 2025

 

 

1,271,850

 

 

$

69.81

 

Granted

 

 

824,105

 

 

$

84.92

 

Vested

 

 

(622,533

)

 

$

69.92

 

Forfeited

 

 

(232,485

)

 

$

78.89

 

Nonvested balance at December 31, 2025

 

 

1,240,937

 

 

$

78.70

 

 

 

 

 

 

 

 

RSUs generally vest over three years; however, there are certain RSUs with a vesting period of one year that are granted to certain employees and members of the Board. As of December 31, 2025, there was $65.1 million of unrecognized compensation expense related to outstanding RSUs, which is expected to be recognized over a weighted-average period of 2.0 years.

The weighted average grant-date fair value for RSUs granted during the fiscal years ended December 31, 2025, 2024 and 2023 was $84.92, $70.56 and $74.38 per share, respectively. The total fair value of restricted stock vested in fiscal years 2025, 2024 and 2023 was $43.5 million, $42.5 million and $18.3 million, respectively.

Total Stockholder Return Restricted Stock Awards

During the years ended December 31, 2025, 2024 and 2023, the Company granted total stockholder return (“TSR”) awards that include a three-year market condition where the performance measurement period is three years. Vesting of the TSR awards is based on the Company’s level of attainment of specified TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year period and is also subject to the continued employment of the grantees. The number of shares that are earned over the performance period ranges from 0% to 200% of the initial award. The fair value of these awards is based on a Monte Carlo simulation valuation model with the following assumptions:

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Expected volatility

 

 

57.5

%

 

 

57.4

%

 

 

52.8

%

Risk-free interest rate

 

 

4.0

%

 

 

4.3

%

 

 

4.6

%

Expected life (in years)

 

 

2.8

 

 

 

2.8

 

 

 

2.8

 

Expected dividend yield

 

 

 

 

 

 

 

 

 

 

A summary of TSR award activity for 2025 is presented below:

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Grant

 

 

 

 

 

 

Date Fair Value Per

 

 

 

Shares

 

 

Share

 

Nonvested balance at January 1, 2025

 

 

684,684

 

 

$

109.38

 

Granted

 

 

394,732

 

 

$

163.50

 

Vested

 

 

(368,714

)

 

$

98.11

 

Forfeited

 

 

(151,302

)

 

$

135.47

 

Nonvested balance at December 31, 2025

 

 

559,400

 

 

$

128.13

 

 

 

 

 

 

 

 

As of December 31, 2025, there was $26.9 million of unrecognized compensation expense related to outstanding performance restricted stock which is expected to be recognized over a weighted-average period of 1.8 years.

The weighted average grant-date fair value for TSR awards granted during the fiscal years ended December 31, 2025, 2024 and 2023 was $163.50, $105.87 and $127.75 per share, respectively. The total fair value of TSR awards vested in fiscal years 2025, 2024 and 2023 was $36.2 million, $33.6 million and $8.2 million, respectively.

Modification of equity awards

In the fourth quarter of 2024, the Company reviewed its current capabilities and skillsets and began implementing organizational changes deemed necessary to best position the Company to execute on its long-term strategy. These changes included transitioning approximately 75 employees out of the Company. In connection with these changes, the Company approved equity modifications that allowed grants of stock options and RSUs issued to those impacted by this event to continue to vest in 2024 and 2025 with any unvested stock option and RSU grants as of December 31, 2025 to be cancelled. TSR awards

granted to these individuals will continue to vest on their original vesting schedule but any shares issued will be issued in a pro-rated amount based on the time served during the performance period. The incremental stock-based compensation expense resulting from these modifications recognized in 2024 was $2.7 million. Total costs related to these organizational changes were approximately $12.1 million.

Common Stock Repurchases

On July 31, 2025, the Board authorized a program to repurchase up to $400.0 million of shares of the Company’s common stock through December 31, 2027 (the “2025 Program”). The 2025 Program replaced the program authorized in November 2024 to repurchase up to $250.0 million of shares of the Company’s common stock (the “2024 Program”), including the remaining unused amounts under the 2024 Program, so there could be no additional repurchases under the 2024 Program subsequent to July 31, 2025. During 2025, the Company repurchased 1.3 million shares for approximately $100.0 million under the 2024 Program for an average stock price of $79.37. During 2025, the Company repurchased a total of 3.5 million shares for an aggregate purchase price of approximately $200.0 million under the 2025 Program for an average stock price of $56.72. A total of approximately $200.0 million of shares of the Company’s common stock remain available for repurchase under the 2025 Program.

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.