13. Stock-Based Compensation

Stock-based compensation expense recognized for all equity awards has been reported in the accompanying consolidated statements of operations and comprehensive (loss) income as follows (in thousands):

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Research and development expense

 

$

2,660

 

 

$

2,955

 

Selling, general and administrative expense

 

 

19,435

 

 

 

11,579

 

Total

 

$

22,095

 

 

$

14,534

 

During the years ended December 31, 2025 and 2024, $1.1 million and $0.3 million of stock compensation expense was capitalized into inventory, respectively.

As of December 31, 2025, the total unrecognized stock-based compensation expense related to outstanding employee options was $42.4 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.2 years.

As of December 31, 2025 and 2024, there were 1,382 and 2,763 restricted stock units outstanding, respectively.

Equity Incentive Plans

In September 2018, ARS Pharma adopted the 2018 Equity Incentive Plan. As a result of the Merger, on November 8, 2022 ARS Pharma assumed Silverback’s 2016 and 2020 Equity Incentive Plans, and Employee Stock Purchase Plan (“ESPP”). There were 200,537 shares and 43,679 shares of common stock purchased under the ESPP during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, 25,737,116 shares were authorized under the 2016 and 2020 Equity Incentive Plans, of which 7,787,841 shares were available for future grant, and 12,822,226 shares were outstanding. As of December 31, 2025, 6,634,333 shares were authorized under the 2018 Equity Incentive Plan, of which 297,345 shares were available for future grant, and 3,923,795 shares were outstanding. The Company does not intend to grant future stock options or other equity awards under the 2016 or 2018 Equity Incentive Plans.

Stock Options

Stock options granted under the Company’s equity incentive plans expire no later than 10 years from the date of grant and generally vest over a one- to four-year period. The Company issues new shares of common stock upon the exercise of stock options.

A summary of the Company’s stock option activity for the year ended December 31, 2025 is as follows:

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Shares

 

 

Weighted-

 

 

Average

 

 

Aggregate

 

 

 

Subject to

 

 

Average

 

 

Remaining

 

 

Intrinsic

 

 

 

Options

 

 

Exercise

 

 

Contractual

 

 

Value

 

 

 

Outstanding

 

 

Price

 

 

Life (Years)

 

 

(in thousands)

 

Outstanding at December 31, 2024

 

 

15,161,180

 

 

$

6.63

 

 

 

 

 

 

 

Granted

 

 

3,363,850

 

 

$

11.63

 

 

 

 

 

 

 

Exercised

 

 

(1,134,836

)

 

$

3.62

 

 

 

 

 

 

 

Forfeited

 

 

(645,555

)

 

$

11.29

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

16,744,639

 

 

$

7.66

 

 

 

7.3

 

 

$

78,158

 

Exercisable at December 31, 2025

 

 

10,634,343

 

 

$

6.40

 

 

 

6.6

 

 

$

63,481

 

 

The exercisable shares subject to options outstanding at December 31, 2025 in the table above include vested and early exercisable awards. The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the Company’s common stock for all options that were in-the-money at December 31, 2025. The aggregate intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $9.1 million and $14.7 million, respectively.

The weighted-average grant date fair value per share of option grants for the years ended December 31, 2025 and 2024 was $8.66 and $6.51, respectively. The total fair value of shares vested during the years ended December 31, 2025 and 2024 was $24.6 million and $14.1 million, respectively.

The fair value of stock options granted was estimated using a Black-Scholes option-pricing model (“Black-Scholes”) with the following assumptions:

 

 

Years Ended December 31,

 

 

2025

 

2024

Expected term (in years)

 

5.5 – 6.1

 

5.5 6.1

Expected volatility

 

83.2% – 87.3%

 

91.9% – 94.2%

Risk-free interest rate

 

3.8% – 4.4%

 

3.6% – 4.3%

Expected dividend yield

 

0%

 

0%

The fair value of stock options was determined using the Black-Scholes assumptions below.

Fair Value of Common Stock. The fair market value of the Company’s common stock is based on its closing price as reported on the date of grant on the primary stock exchange on which the Company’s common stock is traded.

Expected Term. The expected term represents the period that the options granted are expected to be outstanding. The expected term of stock options issued is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.

Expected Volatility. Given the Company’s limited historical stock price volatility data, the Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Company has limited trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-free Interest Rate. The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.

Expected Dividend Yield. The Company has never paid dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero.

Historical Timeline

Fiscal YearFiled
2025Mar 9, 2026Showing above
2024Mar 20, 2025
2023Mar 21, 2024
2022Mar 23, 2023
2021Mar 31, 2022

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.