Protara Therapeutics, Inc. Stock Compensation Disclosure
12. Stock-Based Compensation
2014 Equity Incentive Plan
On October 3, 2014, the stockholders approved the 2014 Equity Incentive Plan. On June 20, 2017, the Company’s Board of Directors amended the 2014 Equity Incentive Plan, or the Amended and Restated 2014 Plan. On July 31, 2017, the stockholders approved this amendment. On January 1, 2020, Protara Therapeutics, Inc. amended its Amended and Restated 2014 Plan to increase the number of shares of stock available for issuance under the Amended and Restated 2014 Plan to 1,048,300 shares and made conforming changes and updates pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.
The Amended and Restated 2014 Plan, as amended, provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, stock grants and qualified performance-based awards. The Amended and Restated 2014 Plan, as amended, provided that the number of shares reserved and available for issuance would automatically increase each January 1, by four percent of the Company’s common stock on the immediately preceding December 31, adjusted for the number of shares of the Company’s common stock issuable upon conversion of any security that the Company may issue that is convertible into or exchangeable for the Company’s common stock, or such lesser number of shares as determined by the Company’s Board of Directors. Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the Amended and Restated 2014 Plan, as amended. Certain awards provide for accelerated vesting if there is a change in control as defined in the Amended and Restated 2014 Plan, as amended.
On January 1, 2024, pursuant to the annual evergreen feature of the Amended and Restated 2014 Plan, as amended, the number of shares authorized under the Amended and Restated 2014 Plan, as amended, was increased by 911,380 shares to 4,474,683 shares. Following the approval of the Company’s 2024 Equity Incentive Plan, or 2024 EIP, by the stockholders of the Company on June 7, 2024, no additional awards will be made under the Amended and Restated 2014 Plan, as amended.
As of December 31, 2025, there were 3,537,989 shares of common stock subject to outstanding awards under the Amended and Restated 2014 Plan, as amended.
2017 Equity Incentive Plan
On August 10, 2017, ArTara Subsidiary, Inc. (a predecessor of the Company), or Private ArTara, along with its Board of Directors and its stockholders approved the ArTara Therapeutics, Inc. 2017 Equity Incentive Plan to enable Private ArTara and its affiliates to recruit and retain highly qualified personnel and to incentivize personnel for productivity and growth.
The total number of shares authorized under the 2017 Equity Incentive Plan was 2,000,000 for the issuance of stock options, stock appreciation rights, restricted stock and RSUs to among others, members of the Board of Directors, employees, consultants and service providers to the Company and its affiliates. As of January 9, 2020, in connection with the Merger, no additional awards will be made under the 2017 Equity Incentive Plan.
As of December 31, 2025, there were 134,328 shares of common stock subject to outstanding awards under the 2017 Equity Incentive Plan.
2020 Inducement Plan
On March 26, 2020, the Compensation Committee of the Board of Directors, or the Compensation Committee, approved the 2020 Inducement Plan in order to award non-statutory stock options, restricted stock awards, restricted stock unit awards and other stock-based awards to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. The Compensation Committee also adopted a form of stock option grant notice and stock option agreement and forms of restricted stock unit grant notice and restricted stock unit agreement for use with the 2020 Inducement Plan.
The 2020 Inducement Plan provided for a total of 600,000 shares for the issuance of the Company’s common stock. On March 3, 2025, the Compensation Committee approved a Certificate of First Amendment to the 2020 Inducement Plan, or the Amended 2020 Inducement Plan, to increase the number of shares provided for under the Amended 2020 Inducement Plan by 600,000 shares to 1,200,000 shares.
As of December 31, 2025, there were 1,182,800 shares of common stock subject to outstanding awards and 17,200 shares of common stock available for future issuance under the Amended 2020 Inducement Plan.
2024 Equity Incentive Plan
On June 7, 2024, the stockholders approved the 2024 EIP. The 2024 EIP provided for the grant of 1,500,000 shares of common stock for stock options, stock appreciation rights, restricted stock, RSUs, performance units, performance shares and other stock and cash awards. On June 11, 2025, the stockholders approved an amendment to the 2024 EIP, or the Amended 2024 EIP, increasing the number of shares available for grant under the Amended 2024 EIP by 2,800,000 shares to 4,300,000 shares.
Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, or the Compensation Committee thereof, subject to the provisions of the Amended 2024 EIP.
As of December 31, 2025, there were 1,699,419 shares of common stock subject to outstanding awards and 2,600,581 shares of common stock available for future issuance under the Amended 2024 EIP.
2024 Employee Stock Purchase Plan
On June 7, 2024, the stockholders of the Company approved the 2024 Employee Stock Purchase Plan, or 2024 ESPP. The number of shares authorized under the 2024 ESPP is 1,000,000.
As of December 31, 2025, the number of shares available for issuance under the 2024 ESPP was 1,000,000. During the years ended December 31, 2025 and 2024, shares were issued under the 2024 ESPP.
Restricted Stock Units
The following table summarizes restricted stock unit activity:
| Restricted Stock Units | Weighted
Average Grant Date Fair Value | |||||||
| Non-vested as of December 31, 2024 | 295,914 | $ | 2.69 | |||||
| Granted | 428,081 | 4.13 | ||||||
| Forfeited | (22,439 | ) | 3.98 | |||||
| Vested | (130,411 | ) | 3.32 | |||||
| Non-vested as of December 31, 2025 | 571,145 | $ | 3.57 | |||||
The fair value of RSUs is amortized on a straight-line basis over the requisite service period of the respective awards. As of December 31, 2025, the unamortized value of RSUs was $1,369 and the weighted average remaining amortization period was 1.82 years. As of December 31, 2025 and 2024, 289,500 RSUs have vested that have not yet been settled into shares of the Company’s common stock.
During the year ended December 31, 2025, the Company issued 94,167 shares of the Company’s common stock from the net settlement of 130,411 RSUs. The Company paid $185 in connection with the net share settlement of these RSUs.
Stock Options
The Company determined the fair value of stock options granted utilizing the Black-Scholes valuation model and based upon the assumptions as provided below:
| For the Year Ended December 31, |
||||||||
| 2025 | 2024 | |||||||
| Exercise price | $ | 2.80 - $6.74 | $ | 1.91 - $5.18 | ||||
| Dividend yield | 0.00 | % | 0.00 | % | ||||
| Expected volatility | 77.85% - 82.77 | % | 95.56% - 99.20 | % | ||||
| Risk-free interest rate | 3.77% - 4.48 | % | 3.69% - 4.49 | % | ||||
| Expected term (in years) | 5.50 - 6.08 | 5.27 - 6.08 | ||||||
The following table summarizes stock option activities for the year ended December 31, 2025:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value(1) | |||||||||||||
| Outstanding as of December 31, 2024 | 3,855,478 | $ | 7.30 | 7.66 | $ | 6,736 | ||||||||||
| Granted | 1,902,863 | 4.18 | ||||||||||||||
| Exercised | (8,239 | ) | 2.62 | |||||||||||||
| Forfeited | (50,472 | ) | 3.29 | |||||||||||||
| Expired | (5,739 | ) | 5.02 | |||||||||||||
| Outstanding as of December 31, 2025 | 5,693,891 | $ | 6.30 | 7.51 | $ | 8,982 | ||||||||||
| Vested or expected to vest as of December 31, 2025 | 5,693,891 | $ | 6.30 | 7.51 | $ | 8,982 | ||||||||||
| Exercisable as of December 31, 2025 | 2,904,405 | $ | 8.90 | 6.32 | $ | 4,072 | ||||||||||
| (1) | Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2025. The intrinsic value of options exercised during the years ended December 31, 2025 and 2024 were $7 and $23, respectively. |
The weighted average grant date fair value per share of the options granted during the years ended December 31, 2025 and 2024 was $3.01 and $1.62, respectively. As of December 31, 2025, there was approximately $5,881 of unrecognized stock-based compensation for unvested stock option grants which is expected to be recognized over a weighted average period of 2.44 years. The total unrecognized stock-based compensation cost will be adjusted for actual forfeitures as they occur.
Summary of Stock-Based Compensation Expense
The following tables summarize total stock-based compensation expense recognized:
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Stock Options | $ | 3,141 | $ | 3,645 | ||||
| RSUs | 685 | 480 | ||||||
| Total | $ | 3,826 | $ | 4,125 | ||||
Stock-based compensation expense was reflected within the consolidated statements of operations and comprehensive loss as:
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| General and administrative | $ | 2,893 | $ | 3,060 | ||||
| Research and development | 933 | 1,065 | ||||||
| Total | $ | 3,826 | $ | 4,125 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 10, 2026 | Showing above |
| 2024 | Mar 5, 2025 | |
| 2023 | Mar 13, 2024 | |
| 2022 | Mar 8, 2023 | |
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.