Summit Therapeutics Inc.SMMT
Summit Therapeutics Inc. Stock Compensation Disclosure
Stock-Based Compensation
2016 Long Term Incentive Plan
Upon the effectiveness of the 2020 Stock Incentive Plan (the “2020 Plan”), no additional grants will be made under the 2016 Long Term Incentive Plan, (the “2016 Plan”) and any outstanding awards continue with their original terms.
2020 Stock Award Plan
In September 2020, the Company’s Board of Directors approved the 2020 Stock Incentive Plan, which became effective on September 21, 2020. The 2020 plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.
A total of 8,000,000 shares of Common Stock were initially reserved for issuance under the 2020 Plan. Additionally, up to 5,000,000 shares of Common Stock, including RSUs can be added to the 2020 Plan for future issuance from options that expire, lapse or are terminated from the 2016 Plan or any other predecessor plans. The number of shares of Common Stock that may be issued under the 2020 Plan will automatically increase on each January 1, beginning in 2021 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2030, equal to the lesser of (i) 6,400,000 shares of Common Stock, (ii) 4% of the common shares outstanding on the final day of the immediately preceding calendar year and (iii) an amount as determined by the Company’s Board of Directors.
As of December 31, 2025, there are 2,643,200 shares available to be issued under the 2020 Plan. The Company currently grants stock options to employees and directors under the 2020 Stock Incentive Plan (the “2020 Plan”) and formerly, the Company granted stock options under the 2016 Long Term Incentive Plan (the “2016 Plan”). The 2020 Plan is administered by the Compensation Committee of the Company's Board of Directors. The 2020 Plan is intended to attract and retain employees and directors and provide an incentive for these individuals to assist the Company to achieve long-range performance goals and to enable these individuals to participate in the long-term growth of the Company.
Based on the provisions of the 2020 Plan, the number of shares of common stock available for issuance under the 2020 Plan increased by 6,400,000 shares on January 1, 2025. On September 18, 2025, the Board approved an increase of 8,000,000 shares of common stock available for issuance under the 2020 Plan (the “Incremental Pool”), subject to the approval of the holders of a majority of the shares voting at the Company’s stockholder meeting. As of December 31, 2025, there are 3,082,075 shares available to be issued under the Incremental Pool. The Company’s consolidated financial statements have treated the grant date of such stock options as the date Board approval was obtained.
On May 3, 2024, the Board adopted the 2024 Inducement Pool (the “Inducement Pool”), which mirrors the terms of the 2020 Plan, with a total of 2,000,000 shares of Common Stock reserved for issuance under the Inducement Pool. Effective January 22, 2025, the number of shares of common stock available under the Inducement Pool increased by 2,000,000 shares. The Inducement Pool provides for the grant of non-qualified stock options and was approved by the Compensation Committee of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
The Inducement Pool is administered by the Compensation Committee of the Board. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, non-qualified stock options under the Inducement Pool may only be made to an employee who has not previously been an employee of the Company or member of the Board (or any parent or subsidiary of the Company), if he or she is granted such non-qualified stock options in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. As of December 31, 2025, there were 1,936,452 shares available for grant under the Inducement Pool.
2020 Employee Stock Purchase Plan
The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the Board of Directors and approved by the Company’s shareholders on July 17, 2020 and approved by the predecessor company shareholders on August 19, 2020 and is qualified under Section 423 of the Internal Revenue Code. The 2020 ESPP initially authorized the issuance of up to 1,000,000 shares of Common Stock to participating employees. The number of common shares that may be issued under the 2020 ESPP automatically increases on each fiscal year commencing January 1, 2021 and continuing for each fiscal year until, and including the fiscal year commencing on, January 1, 2030 equal to the lesser of (i) 1,600,000 shares of Common Stock, (ii) 1% of the common shares outstanding on such date and (iii) an amount as determined by the Company’s Board of Directors. As of December 31, 2025, there were 1,743,682 shares available to be issued under the 2020 ESPP.
The 2020 ESPP is comprised of purchase periods of six months in duration and commence immediately preceding the end of the previous offering period, unless otherwise determined by the Board of Directors or Compensation Committee.
Under the 2020 ESPP, eligible employees can purchase shares of Common Stock through payroll deductions of up to 15% of their compensation received during the plan period or such shorter period during which deductions from payroll are made, up to a defined maximum amount. The option price is determined based on the lesser of the closing price of Common Stock on (i) the first business day of the plan period or (ii) the exercise date, or shall be based solely on the closing price of the Common Stock on the exercise date; provided that such option price shall be at least 85% of the applicable closing price. In the absence of a determination by the Board of Directors or the Compensation Committee, the option price is 85% of the lesser of the closing price of the Common Stock on (i) the first business day of the plan period or (ii) the exercise date.
The closing price is the (a) the closing price (for the primary trading session) on the Nasdaq Global Select Market or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in the Wall Street Journal or another source selected by the Board or the Committee.
During the fiscal year ended December 31, 2025 and 2024, 139,459 and 353,578 shares, respectively, were issued under the 2020 ESPP Plan.
Stock Options
The Company estimates the fair value of stock options granted to employees and directors using the Black-Scholes valuation model. Stock options granted under the 2016 and 2020 Plans generally vest over or four years and expire after ten years. This valuation methodology utilizes several key assumptions as highlighted below.
The assumptions used in the Company’s valuation are summarized as follows, presented on a weighted average basis:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Risk-free interest rate | 3.8% - 3.9% | 4.2 | % | 4.6 | % | |||||||||||||||
| Expected term (in years) | 2.5 - 6.2 | 6.2 | 4.8 | |||||||||||||||||
| Expected volatility | 124.9% -142.5% | 107.8 | % | 98.1 | % | |||||||||||||||
| Expected annual dividends per share | — | % | — | % | — | % | ||||||||||||||
The following table summarizes the Company’s stock option activity for the year ended December 31, 2025:
| Number of share options | Weighted average exercise price | Weighted average remaining contractual term (years) | Aggregate intrinsic value | |||||||||||||||||||||||
| Outstanding at December 31, 2024* | 108,136,310 | $ | 2.34 | 8.6 | $ | 1,677,748 | ||||||||||||||||||||
| Granted* | 13,297,732 | 19.20 | ||||||||||||||||||||||||
| Forfeited | (1,015,750) | 10.12 | ||||||||||||||||||||||||
| Exercised | (953,564) | 3.99 | ||||||||||||||||||||||||
| Outstanding at December 31, 2025 | 119,464,728 | $ | 4.14 | 7.8 | $ | 1,618,734 | ||||||||||||||||||||
| Vested and expected to vest at December 31, 2025 | 110,536,687 | $ | 3.86 | 7.7 | $ | 1,527,454 | ||||||||||||||||||||
| Exercisable at December 31, 2025 | 64,834,314 | $ | 2.32 | 7.4 | $ | 983,902 | ||||||||||||||||||||
* The stock option activity in the table above includes performance-based options outstanding as of December 31, 2024 of 48,220,320 of which 39,013,976 options were unvested and converted to time-based vesting. During the three months ended March 31, 2025, the company granted 5,475,000 performance-based options which were modified to time-based vesting during the three months ended June 30, 2025.
During the second quarter of 2025, the Compensation Committee of the Board of Directors approved a modification to the Company's outstanding unvested performance-based stock option awards for certain employees and executives that will require only the service-based vesting requirements to continue to be satisfied in order to become fully vested, subject to employee consent. The Company accounted for this change as a Type III modification (improbable-to-probable) in accordance with the requirements of Accounting Standards Codification Topic 718 (ASC 718). As a result, 44,488,976 options were valued on the modification date. The Company is recognizing the newly assessed measurement date fair value of the awards as compensation expense over the remaining vesting period. During the year ended December 31, 2025, the Company recognized expense of $650,959 associated with the modification. As of December 31, 2025, the unrecognized compensation cost associated with the modification was $214,295 and is expected to be expensed over a weighted-average recognition period of approximately 1.6 years.
The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2025, 2024 and 2023 was $17.10, $3.40 and $1.41, per share, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $15,212, $863, and $474, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.
As of December 31, 2025, there was $345,387 total unrecognized compensation cost related to unvested stock option grants. The unvested amount is expected to be recognized over a weighted average period of approximately 1.8 years.
Stock-Based Compensation
Stock‑based compensation expense related to stock options is recorded within the consolidated statements of operations and comprehensive loss as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Research and development | $ | 218,564 | $ | 16,007 | $ | 4,408 | ||||||||||||||
| General and administrative | 513,856 | 34,974 | 9,700 | |||||||||||||||||
| Total stock-based compensation | $ | 732,420 | $ | 50,981 | $ | 14,108 | ||||||||||||||
The following table summarizes stock-based compensation expense associated with each of our stock-based compensation arrangements:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Time-based stock options | $ | 731,358 | $ | 39,349 | $ | 12,606 | ||||||||||||||
| Performance and market-based stock options | — | 11,033 | 1,318 | |||||||||||||||||
| Employee stock purchase plan | 1,062 | 599 | 184 | |||||||||||||||||
| Total stock-based compensation | $ | 732,420 | $ | 50,981 | $ | 14,108 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 20, 2024 | |
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.