Niagen Bioscience, Inc.NAGE
Niagen Bioscience, Inc. Stock Compensation Disclosure
Share-Based Compensation
Equity Plans
The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the “2017 Plan”), which was approved by stockholders and the Board of Directors. In June 2025, stockholders approved an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of shares available for issuance by 4.75 million shares of common stock. Pursuant to the latest amendment, the 2017 Plan provides for the issuance of shares that total no more than the sum of (i) 22,900,000 new shares, (ii) any returning shares such as forfeited, cancelled, or expired shares granted under either the 2017 Plan or the Second Amended and Restated 2007 Equity Incentive Plan and (iii) 500,000 shares pursuant to an inducement award. The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). As of December 31, 2025, there were approximately 6.4 million remaining shares available for issuance under this plan. Options expire 10 years from the date of grant.
General Vesting Conditions
Historically, the Company’s stock options awards have been generally subject to a one-year cliff vesting period, after which one-third of the shares vest with the remaining shares vesting ratably each month over a two-year period subject to the applicable grantee’s continued service. Beginning August 1, 2025, newly granted stock option awards will generally vest over four years at 25% per year on the anniversary of the grant date. Restricted stock unit (RSU) awards are generally subject to a three-year vesting period with one-third vesting per year on the anniversary of the grant date. The performance restricted stock units (PSUs) granted to the Chief Executive Officer are eligible to vest during a seven-year performance period based on the achievement and maintenance of certain volume weighted average price thresholds for a minimum of 60 Trading Days and upon certification by the Board’s Compensation Committee and generally subject to the Chief Executive Officer’s continued employment with the Company on the applicable vesting date. The award consists of five tranches with stock price hurdles ranging from $15.00 to $50.00 per share, with no interpolation between thresholds, and includes post-vesting transfer restrictions until the earlier of five years from the grant date and a change in control. Certain executive equity awards provide for accelerated vesting if there is a change in control or termination without cause.
Employee Stock Purchase Plan
On June 24, 2025, the Company’s shareholders approved the Niagen Bioscience, Inc. Employee Stock Purchase Plan (“ESPP”), pursuant to which 650,000 shares of the Company’s common stock were reserved for issuance. The ESPP allows eligible officers and employees to purchase designated shares of the Company’s stock through payroll deductions, up to 10% of their base salary or wages. The price of common stock purchased under the ESPP is equal to 85% of the lesser of (i) the closing price of a share of common stock on the purchase date, or (ii) the closing price of a share of common stock on the offering date. Offering periods under the ESPP will generally be in six month increments, commencing on January 1 and July 1 of each calendar year, with the administrator having the right to establish different offering periods. As of December 31, 2025, the Company had not yet extended its first offering period and 650,000 shares remained available for issuance. The first offering period under the ESPP commenced on January 1, 2026.
Share Repurchase Program
During the year ended December 31, 2025, the Company repurchased 35,840 shares of its common stock for an aggregate purchase price of $0.3 million, which was recorded as reduction of common stock and additional paid-in capital.
Stock Options
The fair value of the Company’s stock options that are not market- or performance-based was estimated at the date of grant using the Black-Scholes-based option valuation model. The table below outlines the weighted average assumptions for options granted during the years indicated:
| Year Ended December 31, | ||||||||||||||
| Weighted Average: | 2025 | 2024 | ||||||||||||
| Expected term (years) | 6.4 | 6.4 | ||||||||||||
| Volatility | 78.0 | % | 74.4 | % | ||||||||||
| Risk-free rate | 4.4 | % | 4.3 | % | ||||||||||
| Dividend Yield | 0 | % | 0 | % | ||||||||||
Market Performance Stock Units
The Company did not grant any market PSUs in the year ended December 31, 2024, and accordingly, no valuation activity was required for the period. On February 25, 2025, the Company granted 1,518,600 market based performance stock units (PSUs) to its Chief Executive Office under the 2017 Equity Incentive Plan.
The Company used the following weighted average assumptions in the Monte Carlo model for market PSUs granted during the year ended December 31, 2025:
| Weighted Average: | Year Ended December 31, 2025 | |||||||
| Discount Period | 7.0 years | |||||||
| Expected volatility | 76.7 | % | ||||||
| Risk-free rate | 4.1 | % | ||||||
| Size Premium | 1.7 | % | ||||||
| Cost of Equity | 22.1 | % | ||||||
Service Period Based Stock Options
The majority of options granted by the Company are comprised of service based options. These options vest ratably over the requisite service period of the award.
The following table summarizes activity of service period-based stock options during the years indicated:
| (In thousands except per-share data and remaining contractual term) | Number of Options | Weighted Average | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Exercise Price | Remaining Contractual Term (Years) | |||||||||||||||||||||||||
| Outstanding at December 31, 2023 | 10,581 | $ | 3.63 | 5.9 | $ | 4 | ||||||||||||||||||||
| Options Granted | 3,425 | 1.83 | ||||||||||||||||||||||||
| Options Exercised | (2,053) | 2.65 | 4,326 | |||||||||||||||||||||||
| Options Forfeited / Expired | (2,576) | 3.70 | ||||||||||||||||||||||||
| Outstanding at December 31, 2024 | 9,377 | $ | 3.17 | 6.1 | $ | 22,988 | ||||||||||||||||||||
| Options Granted | 1,512 | 6.45 | ||||||||||||||||||||||||
| Options Exercised | (1,187) | 4.83 | 7,373 | |||||||||||||||||||||||
| Options Forfeited / Expired | (516) | 5.10 | ||||||||||||||||||||||||
| Outstanding at December 31, 2025 | 9,186 | $ | 3.68 | 6.0 | $ | 27,378 | * | |||||||||||||||||||
| Exercisable at December 31, 2025 | 6,709 | $ | 3.37 | 5.0 | $ | 21,582 | * | |||||||||||||||||||
*The aggregate intrinsic values in the table above are based on the Company’s stock price of $6.36, which is the closing price of the Company’s stock on the last day of business for the year ended December 31, 2025
Performance-Based Stock Options
The Company also grants stock option awards that are performance-based and vest based on the achievement of certain criteria established by the Compensation Committee. The related performance criteria has passed for these performance-based stock options and no further stock options are pending performance determinations. For performance criteria met, the applicable stock options vested and expense was recognized. For performance criteria not met, the compensation expense was not recognized and the applicable stock options were forfeited.
The following table summarizes the activity of performance-based stock options through December 31, 2024. The Company had no performance-based stock options outstanding as of December 31, 2024 or during the year ended December 31, 2025.
| (In thousands except per-share data and remaining contractual term) | Number of Shares | Weighted Average | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Exercise Price | Remaining Contractual Term (Years) | |||||||||||||||||||||||||
| Outstanding at December 31, 2023 | 41 | $ | 4.34 | 0.1 | $ | — | ||||||||||||||||||||
| Options Granted | — | — | ||||||||||||||||||||||||
| Options Exercised | — | — | — | |||||||||||||||||||||||
| Options Forfeited | (41) | 4.34 | ||||||||||||||||||||||||
| Outstanding at December 31, 2024 | — | $ | — | — | $ | — | ||||||||||||||||||||
Market-Based Stock Options
The Company grants stock option awards that are market-based which have vesting conditions associated with a service condition as well as performance of the Company’s stock price.
The following table summarizes activity of market-based stock options during the years indicated:
| (In thousands except per-share data and remaining contractual term) | Number of Shares | Weighted Average | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Exercise Price | Remaining Contractual Term (Years) | |||||||||||||||||||||||||
| Outstanding at December 31, 2023 | 1,000 | $ | 4.24 | 3.8 | $ | — | ||||||||||||||||||||
| Options Granted | — | — | ||||||||||||||||||||||||
| Options Exercised | — | — | — | |||||||||||||||||||||||
| Options Forfeited | — | — | ||||||||||||||||||||||||
| Outstanding at December 31, 2024 | 1,000 | $ | 4.24 | 2.8 | $ | 1,070 | ||||||||||||||||||||
| Options Granted | — | — | ||||||||||||||||||||||||
| Options Exercised | (1,000) | 1.52 | 3,860 | |||||||||||||||||||||||
| Options Forfeited | — | — | ||||||||||||||||||||||||
| Outstanding and Exercisable at December 31, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
Restricted Stock Units
The following table summarizes activity of restricted stock units during the years indicated:
| (In thousands except per share fair value) | Number of Units | Weighted Average Fair Value | |||||||||
| Unvested shares at December 31, 2023 | 589 | $ | 2.08 | ||||||||
| Granted | 479 | 1.52 | |||||||||
| Vested | (271) | 2.34 | |||||||||
| Forfeited | (188) | 1.70 | |||||||||
| Unvested shares at December 31, 2024 | 609 | $ | 1.64 | ||||||||
| Granted | — | — | |||||||||
| Vested | (233) | 1.70 | |||||||||
| Forfeited | (108) | 1.61 | |||||||||
| Unvested shares at December 31, 2025 | 268 | $ | 1.61 | ||||||||
| Expected to vest as of December 31, 2025 | 268 | $ | 1.61 | ||||||||
Market Performance Stock Units
Prior to December 31, 2025 the Company had not granted market performance stock units. The following table summarizes activity of market performance stock units during the year ended December 31, 2025:
| (In thousands except per share fair value) | Number of Units | Weighted Average Fair Value | |||||||||
| Unvested shares at December 31, 2024 | — | $ | — | ||||||||
| Granted | 1,519 | 3.44 | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Unvested shares at December 31, 2025 | 1,519 | $ | 3.44 | ||||||||
| Expected to vest as of December 31, 2025 | — | $ | — | ||||||||
Restricted Stock Awards
The following table summarizes activity of restricted stock awards during the years indicated:
| (In thousands except per share fair value) | Number of Awards | Weighted Average Fair Value | |||||||||
| Unvested shares at December 31, 2023 | 167 | $ | 3.15 | ||||||||
| Granted | — | — | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Unvested shares at December 31, 2024 | 167 | $ | 3.15 | ||||||||
| Granted | — | — | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Unvested shares at December 31, 2025 | 167 | $ | 3.15 | ||||||||
| Expected to vest as of December 31, 2025 | 167 | $ | 3.15 | ||||||||
Share-based Compensation
Share-based compensation expenses for the years ended December 31, 2025 and December 31, 2024 were as follows:
| Year Ended December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Share-based compensation expense | |||||||||||
| Cost of sales | $ | 270 | $ | 319 | |||||||
| Sales and marketing | 806 | 745 | |||||||||
| Research and development | 561 | 718 | |||||||||
| General and administrative | 4,430 | 1,874 | |||||||||
| Total | $ | 6,067 | $ | 3,656 | |||||||
As of December 31, 2025, the Company expects to recognize future share-based compensation expense of approximately $5.7 million related to unvested stock options, $0.2 million for unvested RSUs, and for $3.5 million unvested PSUs. These expenses will be recognized over weighted-average years of approximately 1.7 for options, 1.0 for RSUs, and 3.2 for PSUs.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Mar 4, 2025 | |
| 2023 | Mar 6, 2024 | |
| 2022 | Mar 8, 2023 | |
| 2021 | Mar 14, 2022 | |
| 2020 | Mar 12, 2021 | |
| 2018 | Mar 7, 2019 | |
| 2017 | Mar 15, 2018 | |
| 2016 | 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.