11. Stock-Based Compensation

The Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”) was adopted by the Company’s board of directors in March 2024, was approved by the Company’s stockholders on June 6, 2024, and became effective on June 7, 2024. The 2024 Plan was intended to replace the Company’s Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Plan”), and upon the effectiveness of the 2024 Plan, no further grants may be made under the 2015 Plan. All outstanding awards under the 2015 Plan will continue in accordance with the 2015 Plan and any award agreement executed in connection with such outstanding awards. The 2024 Plan provides for the grant of stock options (both incentive stock options and non-statutory stock options), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance stock units ("PSUs"), and other stock-based awards. Stock-based awards are subject to terms and conditions established by the board of directors or the compensation committee of the board of directors. As of December 31, 2025, the number of shares of common stock available for grant under the 2024 Plan was 3,134,152 shares.

The Company’s 2021 Inducement Equity Incentive Plan (the “Inducement Plan”) was adopted by the Company’s board of directors in May 2021 and subsequently amended to increase the shares available for grant. The Inducement Plan provides for the grant of non-statutory stock options, restricted stock, RSUs, stock appreciation rights, PSUs, and performance shares. Each award under the Inducement Plan is intended to qualify as an employment inducement grant in accordance with Nasdaq Listing Rule 5635(c)(4). As of December 31, 2025, the number of shares of common stock available for grant under the Inducement Plan was 1,098,321 shares.

The Savara Inc. Stock Option Plan (the “2008 Plan”) was adopted in 2008, and the Company no longer issues awards under the 2008 Plan. As of December 31, 2025, the Company had options outstanding to purchase 127,612 shares of common stock under the 2008 Plan. The outstanding awards granted under the 2008 Plan are fully vested and generally have a maximum contractual term of ten years.

The Company values stock options using the Black-Scholes-Merton option pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility, and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. The Company uses the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. The Company assumes no dividend yield because dividends are not expected to be paid in the future, consistent with the Company’s history of not paying dividends. The valuation of stock options is also impacted by the valuation of common stock.

Restricted stock units, including PSUs, are valued at the closing market price of the Company’s common stock on the date of grant.

During the year ended December 31, 2025, the Company granted 4,545,000 PSUs (the “2025 PSUs”) to certain of its employees and non-employee service providers. The 2025 PSUs are subject to certain performance conditions and a service condition. The performance conditions range from (i) FDA approval of the Company’s BLA for MOLBREEVI for the treatment of autoimmune PAP, of which 225,000 PSUs require approval on or before a specified date, (ii) the European Medicines Agency approval of the Company’s marketing authorisation application for MOLBREEVI for the treatment of autoimmune PAP, (iii) the achievement of a certain revenue target, or (iv) a combination of some the aforementioned performance conditions. The service condition is continuous employment or service with the Company through the date

the performance obligations may be achieved. The potential payout of the award ranges from 0% to 100% of the target, dependent on the achievement of the performance conditions and their respective weighting towards the vesting of the 2025 PSUs as predetermined by the Company. The Company began recognizing and recording compensation cost on a straight-line basis in the consolidated statements of comprehensive loss upon the grant date of the 2025 PSU grants as the performance conditions were deemed probable by the Company. Any forfeitures of unvested awards that occurs after the recognition of compensation cost will result in the cumulative reversal of expense in the period in which the forfeiture occurs.

The following table summarizes the assumptions used for estimating the fair value of stock options granted to employees for the years ended December 31, 2025 and 2024:

 

 

 

2025

 

2024

Risk-free interest rate

 

3.67% - 4.51%

 

3.58% - 4.55%

Expected term (years)

 

6.44 - 6.71

 

6.06 - 9.26

Expected volatility

 

114.3%

 

90.9% - 114.6%

Dividend yield

 

0%

 

0%

 

Stock-Based Award Activity

The following tables provide a summary for stock option and RSU activity for the year ended December 31, 2025:

Stock Options:

 

 

 

Shares Underlying Option Awards

 

 

Weighted-Average Exercise Price

 

 

Weighted-Average Remaining Contractual Life

 

 

Aggregate Intrinsic Value (in 000's)

 

Outstanding at December 31, 2024

 

 

13,554,621

 

 

$

2.79

 

 

 

7.89

 

 

$

11,586

 

Granted

 

 

409,500

 

 

 

3.26

 

 

 

6.06

 

 

 

 

Exercised

 

 

(192,159

)

 

 

1.85

 

 

 

 

 

$

324

 

Expired/cancelled/forfeited

 

 

(528,500

)

 

 

1.92

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

13,243,462

 

 

$

2.82

 

 

 

6.94

 

 

$

46,078

 

Options exercisable at December 31, 2025

 

 

8,364,040

 

 

$

2.56

 

 

 

5.99

 

 

$

32,198

 

 

The weighted-average grant date fair values for the Company’s stock options granted during the years ended December 31, 2025 and 2024 were $2.82 per share and $3.47 per share, respectively. The total compensation cost related to non-vested stock options not yet recognized as of December 31, 2025 was $13.1 million, which will be recognized over a weighted-average period of approximately 2.7 years.

During the years ended December 31, 2025 and 2024, the Company did not grant any options to purchase shares of common stock to non-employees. The Company recorded a minimal amount of stock-based compensation expense for options issued to non-employees for the years ended December 31, 2025 and 2024, respectively.

RSUs:

 

 

 

Shares
Underlying
Stock Awards

 

 

Weighted-Average Grant Date Fair Value

 

Outstanding at December 31, 2024

 

 

4,677,500

 

 

$

3.83

 

Granted

 

 

5,080,500

 

 

 

6.11

 

Vested

 

 

(2,148,000

)

 

 

4.03

 

Expired/cancelled/forfeited

 

 

(545,000

)

 

 

 

Vested and deferred settlement

 

 

(160,000

)

 

 

3.35

 

Outstanding at December 31, 2025

 

 

6,905,000

 

 

$

5.40

 

RSUs with deferred settlement are considered equity-classified awards as the Company does not have an obligation to settle the awards in cash and the participant cannot accelerate settlement. The Company recognizes compensation expense on a straight-line basis over the requisite service period based on the grant-date fair value of the awards. As of December 31, 2025, the Company had 160,000 vested RSUs with deferred settlement outstanding, representing deferred shares to be issued in future periods. These shares are reflected as issued and outstanding for accounting purposes only upon physical delivery of the shares. The total compensation cost related to unvested RSUs not yet recognized as of December 31, 2025 was $32.1 million, which will be recognized over a weighted-average period of 1.9 years.

Stock-Based Compensation

Stock-based compensation expense is included in the following line items in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024 (in thousands):

 

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

Research and development

 

$

4,055

 

 

$

4,453

 

General and administrative

 

 

10,366

 

 

 

5,407

 

Total stock-based compensation

 

$

14,421

 

 

$

9,860

 

Historical Timeline

Fiscal YearFiled
2025Mar 13, 2026Showing above
2024Mar 27, 2025
2023Mar 7, 2024
2022Mar 30, 2023
2017Mar 14, 2018
2016Mar 6, 2017
2015Mar 14, 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.