PRECIGEN, INC.PGEN
PRECIGEN, INC. Stock Compensation Disclosure
Share-Based Payments
The Company measures the fair value of stock options, RSUs and PSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period. Adjustments to stock-based compensation expense for RSUs and PSUs are made, as needed, each reporting period based on changes in the Company’s estimate of the number of units that are probable of vesting. Stock-based compensation costs included in the consolidated statements of operations are presented below:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of products and services | $ | 72 | $ | 41 | $ | 72 | |||||||||||
| Research and development | 2,953 | 2,828 | 2,237 | ||||||||||||||
| Selling, general and administrative | 7,841 | 6,602 | 7,579 | ||||||||||||||
| Total | $ | 10,866 | $ | 9,471 | $ | 9,888 | |||||||||||
The Company capitalized stock-based compensation associated with the allocation of labor costs related to work performed to manufacture Papzimeos of $372 for the year ended December 31, 2025.
Precigen Equity Incentive Plans
In August 2013, Precigen adopted the 2013 Omnibus Incentive Plan (the "2013 Plan"), for employees and nonemployees pursuant to which Precigen's board of directors granted share-based awards, including stock options, restricted stock units, shares of common stock and other awards, to employees, officers, consultants, advisors, and nonemployee directors. Upon the effectiveness of the 2023 Omnibus Incentive Plan (the "2023 Plan") by Precigen's shareholders in June 2023, as discussed in the next paragraph, no new awards may be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the effectiveness of the 2023 Plan will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions. As of December 31, 2025, there were 14,865,149 stock options and no RSUs outstanding under the 2013 Plan.
In April 2023, Precigen adopted the 2023 Plan, which became effective upon shareholder approval in June 2023. The 2023 Plan permits the grant of share-based awards, including stock options, restricted stock awards, RSUs, PSUs and other awards, to officers, employees and nonemployees. The 2023 Plan initially authorized for issuance pursuant to awards under the 2023 Plan an aggregate of 16,418,137 shares, which included shares remaining available for issuance under the 2013 Plan. In July 2024, shareholders approved an additional 2,000,000 shares to be authorized under the 2023 Plan and in June 2025, shareholders approved an additional 11,500,000 shares to be authorized under the 2023 Plan. As of December 31, 2025, there were 9,051,962 stock options, 1,025,000 PSUs and 1,695,500 RSUs outstanding under the 2023 Plan and 11,458,631 shares were available for future grants.
In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. As of December 31, 2025, there were 13,100,000 shares authorized for issuance under the 2019 Plan. The 2019 Plan initially authorized for issuance pursuant to awards under the 2019 Plan an aggregate of 5,000,000 shares. In June 2022, shareholders approved an additional 7,000,000 shares to be authorized under the 2019 Plan and in June 2025, shareholders approved an additional 1,100,000 shares to be authorized under the 2019 Plan. As of December 31, 2025, the 2019 Plan had 4,236,081 stock options and 646,551 RSUs outstanding, and 2,048,892 shares were available for future grants.
Stock Options
Stock options may be granted with an exercise price equal to or greater than the stock's fair market value at the date of grant. Stock options may be granted with an exercise price less than the stock's fair market value at the date of grant only if the stock options are replacement options in accordance with certain United States Treasury regulations. All stock options have terms of up to ten-year and vest four years from the date of grant.
Stock option activity was as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | |||||||||||||||
Balance at December 31, 2022 | 15,201,276 | $ | 10.41 | 6.87 | |||||||||||||
| Granted | 7,847,869 | 1.19 | |||||||||||||||
| Exercised | — | — | |||||||||||||||
| Forfeited | (275,250) | (2.65) | |||||||||||||||
| Expired | (716,555) | (20.41) | |||||||||||||||
Balance at December 31, 2023 | 22,057,340 | 6.90 | 7.12 | ||||||||||||||
| Granted | 7,361,674 | 1.40 | |||||||||||||||
| Exercised | (265,448) | (1.30) | |||||||||||||||
| Forfeited | (1,586,732) | (1.72) | |||||||||||||||
| Expired | (1,642,100) | (17.10) | |||||||||||||||
Balance at December 31, 2024 | 25,924,734 | 5.07 | 7.05 | ||||||||||||||
| Granted | 4,322,403 | 1.44 | |||||||||||||||
| Exercised | (786,282) | (1.53) | |||||||||||||||
| Forfeited | (334,076) | (1.66) | |||||||||||||||
| Expired | (973,587) | (14.62) | |||||||||||||||
Balance at December 31, 2025 | 28,153,192 | 4.32 | 6.74 | ||||||||||||||
| Exercisable at December 31, 2025 | 18,804,310 | 5.76 | 5.90 | ||||||||||||||
Total unrecognized compensation costs related to unvested awards as of December 31, 2025 were $8,040 and are expected to be recognized over a weighted-average period of approximately 2.19 years.
The weighted average grant date fair value of options granted during 2025, 2024, and 2023 was $1.15, $1.12, and $0.92, respectively. The aggregate intrinsic value of options exercised during 2025, 2024, and 2023 was $1,704, $60, and $0, respectively. The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of Precigen's common stock for those shares where the exercise price was lower than the fair value of Precigen's common stock on the date of exercise.
The following table summarizes additional information about stock options outstanding as of December 31, 2025
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Range of Exercise Prices | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||||||||||||||||||||||||||||||
| $0.67 | — | $1.40 | 14,831,973 | $ | 1.29 | 8.17 | $ | 42,799 | 6,533,916 | $ | 1.24 | 7.61 | $ | 19,225 | ||||||||||||||||||||||||||||||||||||||||||
| $1.41 | — | $2.50 | 5,711,476 | $ | 1.97 | 6.88 | 12,606 | 4,684,151 | $ | 1.96 | 6.83 | 10,394 | ||||||||||||||||||||||||||||||||||||||||||||
| $2.51 | — | $6.00 | 2,287,356 | $ | 5.47 | 4.23 | 131 | 2,263,856 | $ | 5.50 | 4.19 | 109 | ||||||||||||||||||||||||||||||||||||||||||||
| $6.01 | — | $12.00 | 2,773,056 | $ | 10.14 | 4.44 | — | 2,773,056 | $ | 10.14 | 4.44 | — | ||||||||||||||||||||||||||||||||||||||||||||
| $12.01 | — | $34.85 | 2,549,331 | $ | 19.80 | 2.91 | — | 2,549,331 | $ | 19.80 | 2.91 | — | ||||||||||||||||||||||||||||||||||||||||||||
| 28,153,192 | $ | 4.32 | 6.74 | $ | 55,536 | 18,804,310 | $ | 5.76 | 5.90 | $ | 29,728 | |||||||||||||||||||||||||||||||||||||||||||||
PSUs and RSUs
In 2024, the Company’s Compensation and Human Capital Management Committee of the Board of Directors (the "Compensation Committee") approved the grant of 3,178,000 PSUs under the 2023 Plan to certain key employees of the Company. Of the PSUs granted, 2,978,000 were subject to vesting in two equal 50% installments based upon the achievement of two specified operational milestones relating to (i) the Company’s good faith submission to the U.S. Food and Drug Administration (the “FDA”) of a complete BLA for the Company’s PRGN-2012 investigational product and (ii) the approval of the BLA by the FDA. The remaining 200,000 PSUs granted in 2024 are subject to vesting in two equal 50% installments based on (i) the achievement of the approval of the BLA by the FDA and (ii) continued employment with the Company on the six-month anniversary of the approval of the BLA by the FDA. In May 2025, the Compensation Committee approved the grant of 950,000 PSUs under the 2023 Plan to non-executive employees of the Company, which are scheduled to vest one year from the grant date, on the condition that that the BLA for PRGN-2012 was approved by the FDA.
In January 2025, the Compensation Committee certified the achievement of the performance milestone of the submission of the BLA to the FDA, and as such, approximately 1,500,000 PSUs vested in January 2025.
In September 2025, the Compensation Committee certified the achievement of the performance milestone related to the approval of the BLA by the FDA. As such, approximately 1,600,000 PSUs vested in September 2025.
With respect to the initial 2,978,000 PSUs, as of the award grant date, the underlying performance milestone relating to the Company's submission of a BLA to the FDA was considered probable of achievement and stock-based compensation expense was recognized during the year ended December 31, 2024 related to that milestone.
As of the award grant date, the underlying performance milestone related to the approval of the BLA by the FDA was determined to be not probable of achievement, as such approval is outside of the Company's control. Therefore, no stock-based compensation expense was recognized related to that milestone of the PSUs for the six months ended June 30, 2025 and during 2024 related to this milestone.
Upon approval of the BLA by the FDA, the performance condition was determined to be probable of being satisfied and therefore the Company recognized cumulative expense of $2,266 to reflect the portion of the employee's requisite service that had been provided to date. For those PSUs with a continued service condition, the Company is continuing to recognize stock-based compensation cost over the remaining requisite service period.
Additionally, in September 2025, the Company elected to settle in cash the portion of the original 2,978,000 PSUs held by certain executive officers that were to vest upon the approval of the BLA by the FDA. This was accounted for as cash settlements of equity-classified awards as it is not expected that the Company will have further settlements of equity awards in cash. As such, the Company recorded compensation cost of $3,404, which represented the additional settlement consideration that exceeded the fair-value-based measure of the equity-classified award on the settlement date.
RSU and PSU activity was as follows:
Number of RSUs and PSUs | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | |||||||||||||||
| Balance at December 31, 2022 | 697,815 | $ | 2.66 | 0.13 | |||||||||||||
| Granted | 4,083,777 | 1.01 | |||||||||||||||
| Vested | (3,820,058) | (1.27) | |||||||||||||||
| Forfeited | — | — | |||||||||||||||
| Balance at December 31, 2023 | 961,534 | 1.17 | 0.19 | ||||||||||||||
| Granted | 7,769,484 | 1.29 | |||||||||||||||
| Vested | (4,726,961) | (1.37) | |||||||||||||||
| Forfeited | — | — | |||||||||||||||
| Balance at December 31, 2024 | 4,004,057 | 1.16 | 0.55 | ||||||||||||||
| Granted | 6,872,289 | 1.42 | |||||||||||||||
| Vested | (6,290,420) | (1.29) | |||||||||||||||
PSUs settled in cash | (1,154,000) | (1.13) | |||||||||||||||
| Forfeited | (64,875) | (1.24) | |||||||||||||||
| Balance at December 31, 2025 | 3,367,051 | 1.45 | 0.70 | ||||||||||||||
Total unrecognized compensation costs related to unvested RSU and PSU awards as of December 31, 2025 were $2,284 and are expected to be recognized over a weighted-average period of approximately 1.8 years.
Precigen uses treasury shares (to the extent available) and authorized and unissued shares to satisfy share award vesting.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 19, 2025 | |
| 2023 | Mar 19, 2024 | |
| 2022 | Mar 6, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 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.