Oric Pharmaceuticals, Inc. Stock Compensation Disclosure
9. Stockholders' Equity and Stock-Based Compensation
As of December 31, 2025, there were 2,154,209 shares available for future issuance under the 2020 Equity Incentive Plan and 695,377 shares available for future issuance under the 2022 Inducement Equity Incentive Plan. The 2020 Equity Incentive Plan provides for the grants of stock options and other equity-based awards to employees, non-employee directors and consultants of the Company. The number of shares of the Company’s common stock available for issuance under the 2020 Equity Incentive Plan will automatically increase on the first day of each fiscal year in an amount equal to the lessor of (1) 2,656,500 shares, (2) 5% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year, or (3) such other amount as determined by the Company’s Board of Directors. The 2022 Inducement Equity Incentive Plan provides for the grants of equity-based awards to individuals not previously employees or non-employee directors of the Company.
The table below summarizes the total stock-based compensation expense included in the Company’s statements of operations and comprehensive loss for the periods presented (in thousands):
|
|
Years Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Research and development |
|
$ |
10,721 |
|
|
$ |
8,624 |
|
General and administrative |
|
|
14,316 |
|
|
|
11,589 |
|
Total stock-based compensation expense |
|
$ |
25,037 |
|
|
$ |
20,213 |
|
Stock Options
The following table summarizes the stock option activity for the year ended December 31, 2025:
|
|
Options |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding at December 31, 2024 |
|
|
11,249,452 |
|
|
$ |
5.87 |
|
|
|
|
|
|
|
||
Granted |
|
|
3,534,498 |
|
|
$ |
8.48 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(390,055 |
) |
|
$ |
5.07 |
|
|
|
|
|
|
|
||
Forfeited and cancelled |
|
|
(491,656 |
) |
|
$ |
7.90 |
|
|
|
|
|
|
|
||
Outstanding at December 31, 2025 |
|
|
13,902,239 |
|
|
$ |
6.49 |
|
|
|
7.0 |
|
|
$ |
30,732 |
|
Exercisable at December 31, 2025 |
|
|
8,493,343 |
|
|
$ |
5.38 |
|
|
|
6.1 |
|
|
$ |
27,849 |
|
The total intrinsic value of options exercised was $2.3 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively.
The fair value of stock option awards to employees, executives, directors, and other service providers was estimated at the date of grant using the Black-Scholes Merton option pricing model with the following assumptions.
|
|
Years Ended December 31, |
||
|
|
2025 |
|
2024 |
Risk-free interest rate |
|
3.77% - 4.43% |
|
3.56% - 4.64% |
Expected volatility |
|
83.11% - 85.76% |
|
84.40% - 86.31% |
Expected term (in years) |
|
5.50 - 6.08 |
|
5.50 - 6.08 |
Expected dividend yield |
|
0% |
|
0% |
The weighted-average grant-date fair value of options granted was $6.22 and $6.93 for the years ended December 31, 2025 and 2024, respectively.
The Company recognized stock-based compensation expense related to the vesting of stock options of $21.0 million and $16.7 million for the years ended December 31, 2025 and 2024, respectively. Total unrecognized compensation expense related to outstanding unvested stock-option awards as of December 31, 2025, was $29.8 million, which is expected to be recognized over a weighted-average remaining service period of 2.5 years.
Restricted Stock Units
The following table summarizes the restricted stock unit activity for the year ended December 31, 2025:
|
|
Number of Shares |
|
|
Weighted- |
|
||
Outstanding at December 31, 2024 |
|
|
462,507 |
|
|
$ |
8.46 |
|
Granted |
|
|
589,684 |
|
|
$ |
8.59 |
|
Vested |
|
|
(395,252 |
) |
|
$ |
7.96 |
|
Forfeited |
|
|
(74,406 |
) |
|
$ |
8.26 |
|
Outstanding at December 31, 2025 |
|
|
582,533 |
|
|
$ |
8.96 |
|
The Company recognized stock-based compensation expense related to the vesting of restricted stock units of $3.3 million and $2.6 million for the years ended December 31, 2025 and 2024, respectively. Total unrecognized compensation expense related to restricted stock units as of December 31, 2025, was $4.8 million, which is expected to be recognized over a weighted-average remaining service period of 1.9 years.
Employee Stock Purchase Plan
As of December 31, 2025, there were 1,157,706 shares available for future issuance under the 2020 Employee Stock Purchase Plan (ESPP). The number of shares of common stock available for issuance under the ESPP will automatically increase on the first day of each fiscal year in an amount equal to the lessor of (1) 500,000 shares, (2) 1% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year, or (3) such other amount as determined by the Company’s Board of Directors. The Company recognized stock-based compensation expense related to the ESPP of $0.7 million and $0.9 million for the years ended December 31, 2025 and 2024, respectively.
Pre-funded Warrants
In May 2025, the Company completed a private placement in which it sold 14,130,313 shares of common stock together with pre-funded warrants to purchase 5,100,532 shares of common stock with an exercise price of $0.0001 per share of common stock. Each pre-funded warrant was immediately exercisable and will remain exercisable until exercised in full. The Company performed an assessment upon issuance of the pre-funded warrants to determine proper classification in the financial statements based on the specific terms of the pre-funded warrants. The Company determined the pre-funded warrants met all the criteria for equity classification and recorded them in additional paid-in capital. There were 4,463,636 pre-funded warrants that remained outstanding and unexercised as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 21, 2022 | |
| 2020 | Mar 23, 2021 | |
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.