ROCKET PHARMACEUTICALS, INC. Stock Compensation Disclosure
Stock Option Valuation
The weighted average assumptions that the Company used in the Black-Scholes pricing model to determine the fair value of the stock options granted to employees, non-employees and directors were as follows:
|
For the Years Ended December 31, |
|
||||
|
2025 |
|
2024 |
|
||
Risk-free interest rate |
|
3.49 |
% |
|
4.23 |
% |
Expected term (in years) |
|
5.39 |
|
|
5.81 |
|
Expected volatility |
|
78.47 |
% |
|
73.72 |
% |
Expected dividend yield |
|
0.00 |
% |
|
0.00 |
% |
Exercise price |
$ |
8.15 |
|
$ |
26.93 |
|
Fair value of common stock |
$ |
8.15 |
|
$ |
26.93 |
|
The following table summarizes stock option activity for the years ended December 31, 2025 and 2024:
|
|
|
Weighted |
|
Weighted |
|
|
|
||||
|
|
|
Average |
|
Average |
|
Aggregate |
|
||||
|
Number of |
|
Exercise |
|
Contractual |
|
Intrinsic |
|
||||
|
Shares |
|
Price |
|
Term (Years) |
|
Value |
|
||||
Outstanding as of December 31, 2023 |
|
14,863,996 |
|
$ |
15.07 |
|
|
5.16 |
|
$ |
250,602 |
|
Granted |
|
1,767,674 |
|
|
26.93 |
|
|
8.94 |
|
|
|
|
Exercised |
|
(269,080 |
) |
|
11.93 |
|
|
|
|
3,412 |
|
|
Cancelled or forfeited |
|
(317,904 |
) |
|
26.98 |
|
|
|
|
|
||
Outstanding as of December 31, 2024 |
|
16,044,686 |
|
$ |
16.19 |
|
|
4.67 |
|
$ |
63,295 |
|
Granted |
|
2,747,686 |
|
|
8.15 |
|
|
6.82 |
|
|
|
|
Exercised |
|
(952,313 |
) |
|
0.00 |
|
|
|
|
|
||
Cancelled or forfeited |
|
(5,677,040 |
) |
|
6.89 |
|
|
|
|
|
||
Outstanding as of December 31, 2025 |
|
12,163,019 |
|
|
19.98 |
|
|
4.53 |
|
|
706 |
|
|
|
|
|
|
|
|
|
|
||||
Options vested and exercisable as of December 31, 2025 |
|
9,777,820 |
|
$ |
22.41 |
|
|
3.48 |
|
$ |
325 |
|
Options unvested as of December 31, 2025 |
|
2,385,199 |
|
$ |
10.02 |
|
|
8.82 |
|
$ |
381 |
|
The weighted average grant-date fair value per share of stock options granted during the years ended December 31, 2025 and 2024 was $4.87 and $18.13, respectively.
The total fair value of options vested during the years ended December 31, 2025 and 2024 was $27.1 million and $27.7 million, respectively.
Restricted Stock Units
The following table summarizes the RSU activity for the years ended December 31, 2025 and 2024:
|
|
|
Weighted Average |
|
||
|
Number of |
|
Grant Date |
|
||
|
Shares |
|
Fair Value |
|
||
Unvested as of December 31, 2023 |
|
1,490,357 |
|
$ |
18.53 |
|
Granted |
|
760,423 |
|
|
27.45 |
|
Vested |
|
(722,471 |
) |
|
18.69 |
|
Forfeited |
|
(114,099 |
) |
|
21.24 |
|
Unvested as of December 31, 2024 |
|
1,414,210 |
|
$ |
23.02 |
|
Granted |
|
6,353,321 |
|
|
6.23 |
|
Vested(1) |
|
(937,294 |
) |
|
20.99 |
|
Forfeited |
|
(1,829,671 |
) |
|
10.90 |
|
Unvested as of December 31, 2025 |
|
5,000,566 |
|
$ |
6.51 |
|
(1) Common stock issued is net of 22,808 RSUs related to taxes and includes 834 awards that were vested in 2025 but issued in 2026.
The total fair value of RSU’s vested during the years ended December 31, 2025 and 2024 was $19.8 million and $13.5 million, respectively.
Performance Stock Units
The Company began granting PSU awards in 2024. The following table summarizes the PSU activity for the years ended December 31, 2025 and 2024:
|
|
|
Weighted Average |
|
||
|
Number of |
|
Grant Date |
|
||
|
Shares |
|
Fair Value |
|
||
Unvested as of December 31, 2023 |
|
- |
|
$ |
- |
|
Granted |
|
156,738 |
|
|
27.93 |
|
Vested |
|
- |
|
|
- |
|
Forfeited |
|
(87,077 |
) |
|
27.31 |
|
Unvested as of December 31, 2024 |
|
69,661 |
|
$ |
28.71 |
|
Granted |
|
- |
|
|
- |
|
Vested |
|
- |
|
|
- |
|
Forfeited |
|
(69,661 |
) |
|
28.71 |
|
Unvested as of December 31, 2025 |
|
- |
|
$ |
- |
|
PSU vesting and expense recognition is based on achievement of specific performance goals within certain time periods. PSU awards that are not achieved within specific time periods are forfeited. All performance goals and PSUs had expired as of December 31, 2025.
Stock-Based Compensation
Stock-based compensation expense recognized by award type is as follows:
|
For the Years Ended December 31, |
|
||||
|
2025 |
|
2024 |
|
||
Stock options |
$ |
18,411 |
|
$ |
28,054 |
|
Restricted stock units |
|
18,648 |
|
|
15,866 |
|
Total stock-based compensation expense |
$ |
37,059 |
|
$ |
43,920 |
|
Stock-based compensation expense by classification included within the Consolidated Statements of Operations was as follows:
|
For the Years Ended December 31, |
|
||||
|
2025 |
|
2024 |
|
||
Research and development |
$ |
16,690 |
|
$ |
18,784 |
|
General and administrative |
|
20,369 |
|
|
25,136 |
|
Total stock-based compensation expense |
$ |
37,059 |
|
$ |
43,920 |
|
As of December 31, 2025, the Company had an aggregate of $37.8 million of unrecognized stock-based compensation expense related to stock options and RSU grants, which is expected to be recognized over the weighted average period of 1.81 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2018 | Mar 8, 2019 | |
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.