TALPHERA, INC. Stock Compensation Disclosure
10. Stock-Based Compensation
The Company recorded total stock-based compensation expense for stock options, stock awards and the Amended ESPP as follows (in thousands):
| Year Ended December 31, | ||||||||
|
2025 |
2024 |
|||||||
|
Research and development |
$ | 246 | $ | 375 | ||||
|
Selling, general and administrative |
453 | 614 | ||||||
|
Total |
$ | 699 | $ | 989 | ||||
In the year ended December 31, 2025, there were 53,066 shares issued under the Amended ESPP. The weighted average fair value of shares issued under the Amended ESPP in 2025 and 2024 was $0.47 and $0.88 per share, respectively. As of December 31, 2025, there were 212,831 shares available for future grant under the Amended ESPP.
The following table summarizes restricted stock unit activity under the Company’s Equity Incentive Plans:
|
Weighted |
||||||||
|
Number of |
Average |
|||||||
|
Restricted |
Grant Date |
|||||||
|
Stock Units |
Fair Value |
|||||||
|
Restricted stock units outstanding, January 1, 2024 |
86,232 | $ | 7.57 | |||||
|
Granted |
176,768 | 1.03 | ||||||
|
Vested |
(42,525 | ) | 11.31 | |||||
|
Forfeited |
(7,552 | ) | 2.03 | |||||
|
Restricted stock units outstanding, December 31, 2024 |
212,923 | $ | 1.59 | |||||
|
Granted |
158,966 | 0.69 | ||||||
|
Vested |
(93,606 | ) | 2.18 | |||||
|
Forfeited |
(5,088 | ) | 0.80 | |||||
|
Restricted stock units outstanding, December 31, 2025 |
273,195 | $ | 0.88 | |||||
The following table summarizes stock option activity under the Company’s Equity Incentive Plans:
|
Number |
Weighted- |
Weighted- |
Aggregate |
|||||||||||||
|
(in thousands) |
||||||||||||||||
|
January 1, 2024 |
893,321 | $ | 33.41 | |||||||||||||
|
Granted |
1,053,612 | 1.03 | ||||||||||||||
|
Forfeited |
(41,156 | ) | 1.75 | |||||||||||||
|
Expired |
(118,877 | ) | 71.96 | |||||||||||||
|
January 1, 2025 |
1,786,900 | $ | 12.48 | |||||||||||||
|
Granted |
919,781 | 0.70 | ||||||||||||||
|
Exercised |
(14,000 | ) | 1.03 | |||||||||||||
|
Forfeited |
(32,561 | ) | 0.93 | |||||||||||||
|
Expired |
(49,643 | ) | 49.11 | |||||||||||||
|
December 31, 2025 |
2,610,477 | $ | 7.84 | 7.6 | $ | 519 | ||||||||||
|
Vested and exercisable options—December 31, 2025 |
1,122,077 | $ | 17.06 | 6.0 | $ | 72 | ||||||||||
|
Vested and expected to vest—December 31, 2025 |
2,610,477 | $ | 7.84 | 7.6 | $ | 519 | ||||||||||
As of December 31, 2025, there were 1,954,964 shares available for future grant under the 2020 EIP.
Additional information regarding the Company’s stock options outstanding and vested and exercisable as of December 31, 2025, is summarized below:
|
Options Outstanding |
Options Vested and Exercisable |
|||||||||||||||||||
|
Exercise Prices |
Number of |
Weighted-Average |
Weighted-Average |
Shares Subject |
Weighted-Average |
|||||||||||||||
|
$0.58 - $0.89 |
812,073 | 9.1 | $ | 0.62 | 102,673 | $ | 0.84 | |||||||||||||
|
$0.91 - $1.37 |
1,104,289 | 8.5 | $ | 1.06 | 399,937 | $ | 1.04 | |||||||||||||
|
$1.76 - $2.64 |
244,272 | 7.1 | $ | 1.76 | 173,021 | $ | 1.76 | |||||||||||||
|
$4.62 - $6.93 |
10,850 | 6.5 | $ | 4.62 | 10,850 | $ | 4.62 | |||||||||||||
|
$8.03 - $12.05 |
82,079 | 6.1 | $ | 8.07 | 78,682 | $ | 8.07 | |||||||||||||
|
$14.40 - $21.60 |
9,083 | 4.3 | $ | 16.40 | 9,083 | $ | 16.40 | |||||||||||||
|
$22.40 - $33.60 |
11,700 | 5.1 | $ | 28.62 | 11,700 | $ | 28.62 | |||||||||||||
|
$34,40 - $51.60 |
192,319 | 3.1 | $ | 41.80 | 192,319 | $ | 41.80 | |||||||||||||
|
$57.40 - $86.10 |
143,812 | 0.9 | $ | 63.48 | 143,812 | $ | 63.48 | |||||||||||||
| 2,610,477 | 7.6 | $ | 7.84 | 1,122,077 | $ | 17.06 | ||||||||||||||
The weighted average grant-date fair value of options granted during the years ended December 31, 2025 and 2024, was $0.56 and $0.84 per share, respectively. As of December 31, 2025, total stock-based compensation expense related to unvested options to be recognized in future periods was $1.0 million which is expected to be recognized over a weighted-average period of 2.2 years. The grant date fair value of options vested during the years ended December 31, 2025 and 2024, was $0.7 million and $2.0 million, respectively. The total intrinsic value of options exercised during the year ended December 31, 2025 was de minimus. There were options exercised during the year ended December 31, 2024. In addition, the performance-based stock options granted in March 2021 to certain of the Company’s executive officers remained unvested and expired during the year ended December 31, 2024.
The Company used the following assumptions to calculate the fair value of each time-based stock option:
|
Year Ended December 31, |
|||
|
2025 |
2024 |
||
|
Expected term (in years) |
6.7 |
6.5 |
|
|
Risk-free interest rate |
3.8% - 4.0% |
4.1% - 4.5% |
|
|
Expected volatility |
95% |
98% |
|
|
Expected dividend rate |
0% |
0% |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 23, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
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.