ORAMED PHARMACEUTICALS INC. Stock Compensation Disclosure
NOTE 15 - STOCK-BASED COMPENSATION:
The Company makes awards only under the 2019 Plan, under which, the Company had reserved a pool of 7,500,000 shares of the Company’s common stock which may be issued at the discretion of the board of directors from time to time. Under this 2019 Plan, each option or RSU is exercisable into one share of common stock of the Company. The options may be exercised after vesting and in accordance with vesting schedules which will be determined by the board of directors for each grant. The maximum term of the options and RSUs is 10 years.
The following are the significant stock options, RSUs transactions with employees and board members made during the years ended December 31, 2025 and 2024:
| a. | On January 4, 2024, the Company granted an aggregate of 941,500 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The RSUs will vest in twelve equal quarterly installments starting January 8, 2024. The total fair value of these RSUs on the date of grant was $2,250 using the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant. |
| b. | On January 4, 2024, the Company granted 294,000 performance based RSUs (“PSUs”) representing a right to receive shares of the Company’s common stock to executive officers of the Company. The total amount of the PSUs shall vest upon the satisfaction of certain market conditions. The total fair value of these PSUs on the date of grant was $691, using the Monte-Carlo model, based on the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant. |
| c. | On January 4, 2024, the Company granted an aggregate of 187,610 RSUs representing a right to receive shares of the Company’s common stock to board members of the Company. 37,610 RSUs will vest in three equal quarterly installments starting April 1, 2024. 150,000 RSUs will vest in three equal annual installments starting January 1, 2025. The total fair value of these RSUs on the date of grant was $448, using the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant. |
| d. | On January 30, 2024, the Company granted an aggregate of 3,750 RSUs representing a right to receive shares of the Company’s common stock to board member of the Company. The RSUs will vest in four equal quarterly installments starting April 1, 2024. The total fair value of these RSUs on the date of grant was $11, using the quoted closing market share price of $2.98 on the Nasdaq Capital Market on the date of grant. |
| e. | On April 17, 2024, the Company granted an aggregate of 29,800 RSUs representing a right to receive shares of the Company’s common stock to board member of the Company. 7,300 RSUs will vest in three equal quarterly installments starting July 1, 2024. 22,500 RSUs will vest in three equal annual installments starting January 1, 2025. The total fair value of these RSUs on the date of grant was $69, using the quoted closing market share price of $2.33 on the Nasdaq Capital Market on the date of grant. |
| f. | On June 20, 2024, the Company granted 34,000 PSUs representing a right to receive shares of the Company’s common stock to the Company’s Chief Financial Officer. The total amount of the PSUs shall vest upon the later of (i) June 18, 2026 and (ii) satisfaction of certain market conditions. The total fair value of these PSUs on the date of grant was $73, using the Monte-Carlo model, based on the quoted closing market share price of $2.21 on the Nasdaq Capital Market on the date of grant. |
| g. | On June 21, 2024, 140,040 RSUs representing a right to receive shares of the Company’s common stock were granted to executive officer. 93,360 shall vest in one installment on June, 18 2026 and 46,680 shall vest in four equal quarterly installments starting September 9, 2026. The total fair value of these RSUs on the date of grant was $305, using the quoted closing market share price of $2.18 on the Nasdaq Capital Market on the date of grant. |
| h. | On November 11, 2024, the Company granted an aggregate of 135,000 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The RSUs vested on the date of grant. The total fair value of these RSUs on the date of grant was $321, using the quoted closing market share price of $2.38 on the Nasdaq Capital Market on the date of grant. |
| i. | On January 2, 2025, the Company granted 1,023,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s executive officers. The total amount of the RSUs shall vest in equal quarterly installments of approximately 85,249 over a three year period starting with the first quarterly vesting on January 1, 2025. The total fair value of these RSUs on the date of grant was $2,465 based on the quoted closing market share price of $2.41 on the Nasdaq Capital Market on the date of grant. |
| j. | On January 2, 2025, the Company granted 328,500 PSUs representing a right to receive shares of the Company’s common stock to the Company’s executive officers. The total amount of the PSUs shall vest upon the satisfaction of certain performance conditions. The total fair value of these PSUs on the date of grant was $792 based on the quoted closing market share price of $2.41 on the Nasdaq Capital Market on the date of grant. |
| k. | On January 2, 2025, the Board modified 294,000 outstanding PSUs that were granted to the Company’s executive officers adjusting the vesting criteria from market condition to performance targets. The incremental fair value arising from the modification was $13.
As of December 31, 2025, the PSUs granted to the Company’s executive officers were deemed to have achieved the first updated performance target. As a result, the Company recognized stock-based compensation expense of $197 for the year ended December 31, 2025, equal to the unrecognized grant-date fair value of the original award plus the incremental fair value arising from the modification. |
| l. | On June 5, 2025, the Company granted an aggregate of 150,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members. The RSUs granted to the board members vest in three equal annual installments on each of January 1, 2026, 2027 and 2028. The total fair value of these RSUs on the date of grant was $323, using the quoted closing market share price of $2.15 on the Nasdaq Capital Market on the date of grant. |
| m. | On June 5, 2025, the Company granted an aggregate of 34,876 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members. The RSUs granted to certain board members vest in four monthly installments on each of June 5, 2025, July 1, 2025, October 1, 2025 and January 1, 2026. The total fair value of these RSUs on the date of grant was $75, using the quoted closing market share price of $2.15 on the Nasdaq Capital Market on the date of grant. |
| n. | On December 31, 2025, the Company granted an aggregate of 20,900 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members. The RSUs granted to the board members vest in four equal quarterly installments starting April 1, 2026. The total fair value of these RSUs on the date of grant was $60, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. |
| o. | On December 31, 2025, the Company granted an aggregate of 120,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members. The RSUs granted to certain board members vest in three equal annual installments on each of January 1, 2027, 2028 and 2029. The total fair value of these RSUs on the date of grant was $342, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. |
| p. | On December 31, 2025, the Company granted an aggregate of 616,000 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The RSUs will vest in eleven equal quarterly installments starting April 1, 2026. The total fair value of these RSUs on the date of grant was $1,756 using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. |
| q. | On December 31, 2025, the Company granted an aggregate of 588,514 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The RSUs vested on January 1, 2026. The total fair value of these RSUs on the date of grant was $1,677, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. |
| r. | On December 31, 2025, the Company granted 166,000 PSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The PSUs vest upon the satisfaction of certain performance conditions. The total fair value of these PSUs on the date of grant was $472, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. |
| s. |
On December 31, 2025, the Company granted 166,000 PSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The PSUs vest upon the satisfaction of certain performance conditions or certain market conditions. The total fair value of these PSUs on the date of grant was $473, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. See additional information in note 21(c). |
| t. | Options to employees, directors and non-employees |
A summary of the status of the stock options granted to employees and directors as of December 31, 2025 and 2024 and changes during the years ended on those dates, is presented below:
| Year ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |||||||||||||
| $ | $ | |||||||||||||||
| Options outstanding at beginning of year | 1,661,008 | 7.21 | 1,909,676 | 8.03 | ||||||||||||
| Changes during the year: | ||||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | (625 | ) | 13.89 | (49,125 | ) | 13.92 | ||||||||||
| Expired | (199,543 | ) | 13.40 | |||||||||||||
| Exercised | ||||||||||||||||
| Options outstanding at end of year | 1,660,383 | 7.21 | 1,661,008 | 7.21 | ||||||||||||
| Options exercisable at end of year | 1,501,633 | 7.18 | 1,442,258 | 6.91 | ||||||||||||
Expenses recognized in respect of stock options granted to employees and directors, for the years Ended December 31, 2025 and 2024, were $89 and $213, respectively.
| u. | Options to employees, directors and non-employees |
The following table presents summary information concerning the options granted to employees and directors outstanding as of December 31, 2025:
| Exercise prices $ | Number outstanding | Weighted Average Remaining Contractual Life Years | Weighted average exercise price $ | |||||||||
| 1-6 | 840,500 | 3.83 | 3.94 | |||||||||
| 6.23-9.12 | 283,008 | 1.80 | 7.96 | |||||||||
| 10.40-20.19 | 536,875 | 5.50 | 11.94 | |||||||||
| 1,660,383 | 4.02 | 7.21 | ||||||||||
As of December 31, 2025, there were no unrecognized compensation costs related to non-vested options previously granted to employees and directors.
47,000 options granted to non-employees were outstanding and exercisable as of December 31, 2025 and 2024. The Company recorded no stock-based compensation related to non-employees’ awards during the years ended December 31, 2025 and 2024. During the years ended December 31, 2025 and 2024, no options were exercised.
As of December 31, 2025, there were no unrecognized compensation costs related to non-vested options previously granted to non-employees.
| v. | Options to employees, directors and non-employees |
The following table presents summary information concerning the options granted to non-employees outstanding as of December 31, 2025:
| Range of exercise prices $ | Number outstanding | Weighted Average Remaining Contractual Life Years | Weighted Average Exercise Price $ | |||||||||
| 3.74-5.08 | 47,000 | 3.98 | 4.31 | |||||||||
| w. | Restricted stock units |
The following table summarizes the activities for unvested RSUs and PSUs granted to employees and directors for the years ended December 31, 2025 and 2024:
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Number of RSUs | ||||||||
| Outstanding at the beginning of year | 2,572,065 | 1,834,362 | ||||||
| Changes during the year: | ||||||||
| Granted | 3,228,791 | 1,792,460 | ||||||
| Issued | (1,410,437 | ) | (617,542 | ) | ||||
| Forfeited | (6,925 | ) | (386,445 | ) | ||||
| Expired | (50,770 | ) | ||||||
| Outstanding at the end of the year | 4,383,494 | 2,572,065 | ||||||
| Vested during the year | 1,880,104 | 925,937 | ||||||
| Vested and unissued at year end | 952,928 | 483,261 | ||||||
The Company recorded compensation expenses related to RSUs and PSUs of $5,063 for the year ended December 31, 2025 and $3,787 for the year ended December 31, 2024.
As of December 31, 2025, there were unrecognized compensation costs of $5,041 related to RSUs and PSUs. The unrecognized compensation costs are expected to be recognized over a weighted average period of 0.72 year.
The Company recorded total compensation expenses of $5,152 and $4,053 for the years ended December 31, 2025 and 2024, respectively. $1,893 and $1,998 were included in Research and Development expenses, $3,259 and $2,055 were included in General and Administrative expenses for the years ended December 31, 2025 and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 26, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
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.