Nurix Therapeutics, Inc.NRIX
Nurix Therapeutics, Inc. Stock Compensation Disclosure
Stock-Based Compensation
Equity Incentive Plans
The Company’s 2020 Equity Incentive Plan (the 2020 Plan) serves as the successor to the Company’s 2012 Equity Incentive Plan (together with the 2020 Plan, the Stock Plans) and provides for the granting of stock options, stock appreciation rights, restricted stock awards (RSUs), performance awards and stock bonus awards to employees, directors, consultants, independent contractors and advisors of the Company.
Under the Stock Plans, the Company generally grants stock-based awards with service-based vesting conditions only. Options granted typically vest under various different vesting terms over a four-year period and expire ten years from the date of grant. In the case of an incentive stock option granted to an employee who at the time of grant owns stock representing more than 10% of the total combined voting power of all classes of stock, the exercise price shall be no less than 110% of the fair value per share on the date of grant, and the award shall expire five years from the date of grant. In the case of all other stock options, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. RSUs issued typically vest under various different vesting terms over a - to four-year period.
Following the effectiveness of the 2020 Plan on July 22, 2020, the Company ceased making grants under the 2012 Plan. However, the 2012 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2012 Plan that cease to be subject to such awards by forfeiture or otherwise will be available for issuance under the 2020 Plan.
As of November 30, 2025, there were 1,113,277 shares of common stock reserved for future issuance pursuant to the 2020 Plan.
Equity Inducement Plan
In October 2024, the Board adopted and approved the Company’s 2024 Equity Inducement Plan (the 2024 Inducement Plan), which became effective on October 23, 2024. In accordance with Rule 5635(c)(4) of the Nasdaq listing rules, equity awards under the 2024 Inducement Plan may only be made to an employee if he or she is granted such awards in connection with the commencement of his or her employment with the Company and such grant is a material inducement to his or her entering into employment with the Company.
The Company has reserved 3,000,000 shares of common stock for issuance pursuant to non-qualified stock options and RSUs under the 2024 Inducement Plan. As of November 30, 2025, there were 2,033,200 shares of common stock reserved for future issuance pursuant to the 2024 Inducement Plan.
Stock options
Option activity under the Stock Plans is set forth below:
| Number of options outstanding | Weighted- average exercise price | Weighted- average contractual life (in years) | Aggregate intrinsic value(1) (in thousands) | ||||||||||||||||||||
| Balances as of November 30, 2024 | 9,839,454 | $ | 15.77 | 7.45 | $ | 80,434 | |||||||||||||||||
| Options granted | 2,235,975 | 15.11 | |||||||||||||||||||||
| Options exercised | (214,529) | 7.70 | |||||||||||||||||||||
| Options forfeited | (488,628) | 16.63 | |||||||||||||||||||||
| Balances as of November 30, 2025 | 11,372,272 | $ | 15.76 | 6.94 | $ | 50,922 | |||||||||||||||||
Options vested and expected to vest as of November 30, 2025 | 11,372,272 | $ | 15.76 | 6.94 | $ | 50,922 | |||||||||||||||||
| Options exercisable as of November 30, 2025 | 8,100,687 | $ | 16.51 | 6.24 | $ | 37,385 | |||||||||||||||||
(1) | The aggregate intrinsic values were calculated as the pre-tax difference between the exercise price of stock options and the quoted market price of the Company’s common stock on November 30, 2025 for all in‑the‑money stock options. The total intrinsic value of stock options exercised during the years ended November 30, 2025, 2024 and 2023 was $1.5 million, $5.6 million and $0.2 million, respectively. | ||||
The fair value of options granted during the years ended November 30, 2025, 2024 and 2023 was estimated using the Black-Scholes option pricing model on the grant date using the following assumptions:
| November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term (years) | 5.50 - 6.07 | 5.50 - 6.13 | 5.50 - 6.06 | ||||||||||||||
| Expected volatility | 73% - 75% | 71% - 83% | 74% - 92% | ||||||||||||||
| Risk-free interest rate | 3.66% - 4.59% | 3.45% - 4.43% | 3.27% - 4.59% | ||||||||||||||
| Dividend yield | 0% | 0% | 0% | ||||||||||||||
The expected term represents the weighted-average period the stock-based payments are expected to remain outstanding. The expected term assumption for stock options was determined using the simplified method for “plain-vanilla” options. The expected stock price volatility assumption was determined using a blended volatility by examining the historical volatilities for industry peers and the volatility of the Company’s stock following the IPO. The risk-free rate assumption is based on the U.S. Treasury yield curve whose term is consistent with the expected term of the stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The expected dividend yield is 0% as the Company has not paid and does not anticipate paying dividends on its common stock.
During the years ended November 30, 2025, 2024 and 2023, the weighted-average grant date fair value of options granted was $10.18, $7.96 and $7.22 per share, respectively.
Restricted stock units
RSU activity under the Stock Plans is set forth below:
| Number of RSUs | Weighted-average grant date fair value | ||||||||||
| Balances as of November 30, 2024 | 1,956,015 | $ | 11.83 | ||||||||
| RSUs granted | 1,730,656 | 15.90 | |||||||||
| RSUs vested | (1,043,993) | 12.63 | |||||||||
| RSUs forfeited | (396,841) | 15.07 | |||||||||
| Balances as of November 30, 2025 | 2,245,837 | $ | 14.02 | ||||||||
During the years ended November 30, 2025, 2024 and 2023, the weighted-average grant date fair value of RSUs granted was $15.90, $11.18 and $10.53 per share, respectively, and the total fair value of RSUs vested was $13.2 million, $7.6 million and $7.9 million, respectively.
Employee Stock Purchase Plan
Under the Company’s ESPP, eligible employees are entitled to purchase shares of common stock at a discount with accumulated payroll deductions. The purchase price for shares of common stock purchased under the ESPP will be 85% of the lesser of the fair market value of the Company’s common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each purchase period in the applicable offering period.
During the year ended November 30, 2025, the Company issued 192,445 shares of common stock pursuant to the ESPP at a weighted-average price of $11.59 per share. As of November 30, 2025, there were 2,307,250 shares of common stock reserved for issuance pursuant to the ESPP.
The fair value of shares granted under the ESPP during the years ended November 30, 2025, 2024 and 2023 was estimated using the Black-Scholes option pricing model on the grant date using the following assumptions:
| November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term (years) | 0.5 | 0.5 | 0.5 | ||||||||||||||
| Expected volatility | 54% - 67% | 80% - 85% | 67% | ||||||||||||||
| Risk-free interest rate | 4.12% - 4.34% | 5.02% - 5.31% | 4.98% - 5.54% | ||||||||||||||
| Dividend yield | 0% | 0% | 0% | ||||||||||||||
Stock-Based Compensation
Stock-based compensation expense related to the Stock Plans and the ESPP that is included in the statements of operations is as follows (in thousands):
| Year Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Research and development | $ | 21,562 | $ | 17,763 | $ | 18,707 | |||||||||||
| General and administrative | 16,403 | 16,166 | 14,966 | ||||||||||||||
| Total stock-based compensation | $ | 37,965 | $ | 33,929 | $ | 33,673 | |||||||||||
As of November 30, 2025, the total compensation cost related to stock-based awards not yet recognized was $56.1 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.16 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jan 28, 2026 | Showing above |
| 2024 | Jan 28, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 9, 2023 | |
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.