ROCKWELL MEDICAL, INC.RMTI
ROCKWELL MEDICAL, INC. Stock Compensation Disclosure
Stock-Based Compensation
The Board of Directors adopted the 2018 Long-Term Incentive Plan (“2018 LTIP”) on January 29, 2018 as a replacement for the Company's prior 2007 Long Term Incentive Plan. As of December 31, 2025, the maximum number of shares of common stock with respect to which awards may be issued under the 2018 LTIP, as amended and restated, was 7,618,182. As of December 31, 2025, the 2018 LTIP had 1,944,938 shares of common stock available for grant. The Compensation Committee of the Board of Directors (the “Committee”) is responsible for the administration of the 2018 LTIP, including the grant of stock based awards and other financial incentives including performance based incentives to employees, non‑employee directors and consultants.
The Company's stock option agreements under the 2018 LTIP allow for the payment of the exercise price of vested stock options either through cash remittance in exchange for newly issued shares, or through non‑cash exchange of previously issued shares held by the recipient for at least six months in exchange for our newly issued shares. The 2018 LTIP also allows for the retention of shares in payment of the exercise price and income tax withholding. The latter method results in no cash being received by the Company but also results in a lower number of total shares being outstanding subsequently as a direct result of this exchange of shares. Shares returned to the Company in this manner are retired.
The Company recognized total stock-based compensation expense during the years ended December 31, 2025 and 2024 as follows (table in thousands):
| Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Service Based Awards: | ||||||||||||||
| Restricted Stock Units | $ | 968 | $ | 673 | ||||||||||
| Stock Option Awards | 848 | 619 | ||||||||||||
| Total | $ | 1,816 | $ | 1,292 | ||||||||||
Performance Based Restricted Stock Awards
A summary of the Company’s performance based restricted stock awards during the year ended December 31, 2025 is as follows:
| Performance Based Restricted Stock Awards | Number of Shares | Weighted Average Grant-Date Fair Value | ||||||||||||
Unvested at January 1, 2025 | 891 | $ | 62.70 | |||||||||||
Unvested at December 31, 2025 | 891 | $ | 62.70 | |||||||||||
Performance-based restricted stock awards are measured based on their fair value on the date of grant and amortized over the vesting period of 20 months. As of December 31, 2025, there is no unrecognized stock-based compensation expense related to performance-based restricted stock awards.
Service Based Restricted Stock Units
A summary of the Company’s service based restricted stock units during the year ended December 31, 2025 is as follows:
| Service Based Restricted Stock Units | Number of Shares | Weighted Average Grant-Date Fair Value | ||||||||||||
Unvested at January 1, 2025 | 584,309 | $ | 1.72 | |||||||||||
| Granted | 1,025,000 | $ | 1.07 | |||||||||||
| Forfeited | (417,649) | $ | 1.85 | |||||||||||
| Vested | (35,000) | $ | 1.07 | |||||||||||
Unvested at December 31, 2025 | 1,156,660 | $ | 1.11 | |||||||||||
The fair value of service based restricted stock units are measured on the date of grant and amortized over the vesting period. The vesting periods range from to three years. As of December 31, 2025, the unrecognized stock-based compensation expense was $0.7 million, which is expected to be recognized over the next 1.2 years.
Restricted Stock Units - Market Condition
During the year ended December 31, 2025, the Company granted 717,000 restricted stock units with a market condition ("RSU-MC") under its Amended and Restated 2018 Long Term Incentive Plan with a grant date fair value of $0.6 million. The RSU-MCs are subject to both service and market based vesting conditions.
The RSU-MCs will vest, subject to the recipient's continued employment through the vesting date, if the average closing price of the Company's common stock equals or exceeds $2.14 per share for any consecutive 60-day trading period occurring prior to the third anniversary of the grant date. Except in the event of a change in control or termination due to death or disability, no portion of the award will vest before the first anniversary of the grant date. The RSU-MCs qualify as equity instruments and are accounted for under ASC 718, Compensation, Stock Compensation ("ASU 718").
The unrecognized stock-based compensation expense in connection with the RSU-MCs was $0.5 million at December 31, 2025, which is expected to be recognized over the next 2.4 years.
The fair value of RSU-MCs was measured on the date of grant using the Monte Carlo Simulation valuation model based on the following assumptions:
Exercise price | $0.86 | ||||
Expected stock price volatility | 93.00% | ||||
Risk-free interest rate | 3.95% | ||||
Term (years) | 2.64 | ||||
Service Based Stock Option Awards
The fair value of the service based stock option awards granted for the years ended December 31, 2025 and 2024 were based on the following assumptions:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Exercise Price | $0.87 - $1.26 | $1.39 - $3.49 | |||||||||
| Expected Stock Price Volatility | 90.4% | 81.8% - 81.8% | |||||||||
| Risk-free Interest Rate | 3.74% - 4.14% | 4.08% - 4.45% | |||||||||
| Term (Years) | 5.50 - 5.86 | 5.61 - 5.62 | |||||||||
A summary of the Company’s service based stock option activity for the year ended December 31, 2025 is as follows:
| Service Based Stock Option Awards | Shares Underlying Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in $1,000's) | ||||||||||||||||||||||
Outstanding at January 1, 2025 | 1,886,247 | $ | 3.98 | $ | — | |||||||||||||||||||||
| Granted | 1,595,000 | $ | 1.06 | |||||||||||||||||||||||
| Exercised | (10,313) | $ | 1.48 | |||||||||||||||||||||||
| Forfeited | (139,146) | $ | 1.30 | |||||||||||||||||||||||
| Expired | (55,224) | $ | 6.38 | |||||||||||||||||||||||
Outstanding at December 31, 2025 | 3,276,564 | $ | 2.64 | 8.0 | $ | — | ||||||||||||||||||||
Exercisable at December 31, 2025 | 1,170,397 | $ | 5.10 | 6.5 | $ | — | ||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the closing price of the Company's common stock at the date indicated and the exercise price of the stock options that had strike prices below the closing price.
The weighted average per share grant date fair value for service based stock option awards during the years ended December 31, 2025 and 2024 was $0.86 and $1.03, respectively.
As of December 31, 2025, total stock-based compensation expense related to unvested options not yet recognized totaled approximately $0.9 million which is expected to be recognized over the next 2.3 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 26, 2026 | Showing above |
| 2024 | Mar 20, 2025 | |
| 2023 | Mar 21, 2024 | |
| 2017 | Mar 15, 2018 | |
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.