Oncology Institute, Inc.TOI
Oncology Institute, Inc. Stock Compensation Disclosure
Share-Based Compensation
Non-Qualified Stock Option Plan
On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The 2019 Plan provides for the grant of options (the “Stock Options”) to acquire shares of common stock of the Company. In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”).
Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period or vesting period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common stock on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable.
The total number of common shares for which Stock Options may be granted under the 2019 Plan shall not exceed 15,640,000.
Stock Options become vested upon fulfillment of either service vesting conditions, performance vesting conditions, or both, as determined by the award agreement entered into by the Company and optionee. The service vesting requirement states that: (i) 25% of the service vesting options shall vest on the first anniversary of the grant date and (ii) the remaining 75% shall vest on an equal monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the fourth anniversary of the grant date. The performance vesting requirement states that Stock Options shall vest upon sale of the Company only if the optionee has been continuously employed by the Company or its subsidiaries from the grant date through the date of such sale of the Company. For the awards vesting based on service conditions only and that have a graded vesting schedule, the Company recognizes compensation expense for vested awards in earnings, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period.
As of December 31, 2025, the total number of shares of common stock remaining available for future awards (e.g., non-qualified stock options, incentive stock options, restricted stock units, restricted stock awards) under the 2021 Plan is 11,097,511. There were no Stock Options granted for the twelve months ended December 31, 2025.
The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the stock options granted during the year ended December 31, 2024 are provided in the following table:
| December 31, 2024 | ||||||||
| Valuation assumptions: | ||||||||
| Expected dividend yield | — | % | ||||||
| Expected volatility | 80.20 | % | ||||||
| Risk-free interest rate | 4.40 | % | ||||||
| Expected term (years) | 6.25 | |||||||
The Company used the simplified method to calculate the expected term of stock option grants because sufficient historical exercise data was not available to provide a reasonable basis for the expected term. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option.
Stock option activity during the years ended December 31, 2025 and 2024 is as follows:
| Stock options | Number of shares | Weighted average exercise price | Weighted average remaining contractual term | Aggregate intrinsic value (in thousands) | ||||||||||||||||||||||
| Balance at January 1, 2024 | 7,488,859 | $ | 1.67 | |||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
Exercised | (3,066,837) | 0.90 | ||||||||||||||||||||||||
| Forfeited | (315,965) | 1.84 | ||||||||||||||||||||||||
| Expired | (83,861) | 2.48 | ||||||||||||||||||||||||
Balance at December 31, 2025 | 4,022,196 | $ | 2.23 | 5.88 | $ | 7,904 | ||||||||||||||||||||
Vested Options Exercisable at December 31, 2025 | 3,108,317 | $ | 2.37 | 5.31 | $ | 6,140 | ||||||||||||||||||||
| Stock options | Number of shares | Weighted average exercise price | Weighted average remaining contractual term | Aggregate intrinsic value (in thousands) | ||||||||||||||||||||||
| Balance at January 1, 2024 | 8,525,262 | $ | 1.74 | |||||||||||||||||||||||
| Granted | 1,579,393 | 2.00 | ||||||||||||||||||||||||
| Exercised | (87,350) | 0.86 | ||||||||||||||||||||||||
| Forfeited | (2,305,864) | 2.23 | ||||||||||||||||||||||||
| Expired | (222,582) | 1.19 | ||||||||||||||||||||||||
Balance at December 31, 2024 | 7,488,859 | $ | 1.67 | 6.21 | $ | — | ||||||||||||||||||||
Vested Options Exercisable at December 31, 2024 | 5,709,755 | $ | 1.58 | 5.41 | $ | — | ||||||||||||||||||||
Total share-based compensation expense related to stock options during the years ended December 31, 2025 and 2024 was $397 and $6,682, respectively. The weighted average fair market value of the stock options granted in 2024 was $0.59. The total intrinsic value of options exercised during 2025 and 2024, was $5,973 and $89, respectively.
At December 31, 2025, there was $346 of total unrecognized compensation cost related to unvested service Stock Options granted under the 2021 Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 1.98 years as of December 31, 2025. During the year ended December 31, 2025, the Company received $2,767 in cash and $5,973 in tax benefit from the stock options exercised. The total fair value of common shares vested during the years ended December 31, 2025 and 2024 was $1,756 and $430, respectively.
Restricted Stock Units (“RSUs”)
The Company had 3,436,019 and 1,509,737 RSUs outstanding as of December 31, 2025 and 2024, respectively. The RSUs are service vesting and are valued based on the fair value of the Company’s common stock at the date of grant. The weighted-average grant date fair values of the RSUs granted during the year ended December 31, 2025 and 2024 were determined to be $1.49 and $0.50, respectively, based on the fair value of the Company’s common shares at the grant date.
A summary of the activity for the RSUs for the years ended December 31, 2025 and 2024, respectively, are shown in the following tables:
| Year Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||
| Unvested at beginning of year | 1,509,737 | $ | 0.94 | 2,176,422 | $ | 3.50 | ||||||||||||||||||||
| Granted | 4,594,816 | 1.49 | 1,759,983 | 0.50 | ||||||||||||||||||||||
| Vested | (2,184,640) | 1.59 | (1,504,511) | 3.22 | ||||||||||||||||||||||
| Forfeited | (483,894) | 1.04 | (922,157) | 2.43 | ||||||||||||||||||||||
| Unvested at end of year | 3,436,019 | $ | 1.25 | 1,509,737 | $ | 0.94 | ||||||||||||||||||||
The total share-based compensation expense related to RSUs during the year ended December 31, 2025 was $2,959. The total share-based compensation expense related to RSUs during the year ended December 31, 2024 was $4,161.
As of December 31, 2025, there was $3,447 of unrecognized compensation expense related to the RSUs that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.74 years as of December 31, 2025.
RSUs granted to Medical Employees and Nonemployees
In 2022, the Company entered into arrangements with certain medical directors and supervisors of advanced practice providers employed by or engaged as independent contractors of TOI to issue RSUs of the Company (“Medical RSUs”). Vesting on each annual Medical RSU award is dependent on the participant performing a specified minimum number of service hours during the calendar year (“one-Year Term”) and further contingent upon the participant’s continued service to, or employment by, the Company through the grant date. The Company’s regular grant date for these Medical RSU awards is in the first quarter of the calendar year following the one-year Term. During the twelve months ended December 31, 2025 and 2024, 997,806 and 387,797 Medical RSU awards were granted, respectively.
The number of Medical RSUs granted to each such participant is determined by the fair market value of the Company's stock price at the grant date and vest immediately. There were no unvested equity-classified Medical RSU awards outstanding as of December 31, 2025 and 2024.
A summary of the activity for the equity-classified Medical RSUs for the year ended December 31, 2025 and 2024 is shown in the following table:
| Number of Shares | |||||
| Balance at January 1, 2024 | — | ||||
| Granted | 387,797 | ||||
| Vested | (387,797) | ||||
| Balance at December 31, 2024 | — | ||||
| Granted | 997,806 | ||||
| Vested | (997,806) | ||||
| Balance at December 31, 2025 | — | ||||
Total compensation costs for Medical RSUs were $1,137 and $237 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, all Medical RSUs have vested.
Earnout Shares granted to Employees
In connection with the Business Combination in 2019, the Company issued Employee Earnout Shares. Employee Earnout Shares vest upon the Company's common stock achieving the price per share as provided for in the agreement, so long as the optionee has remained continuously employed by the Company at that date and may be subject to other vesting requirements. Earnout shares were forfeited in November 2024 due to failure to meet earnout targets of TOI's stock price.
A summary of the activity for the Employees Earnout Shares for the years ended December 31, 2025 and 2024 is shown in the following tables:
| Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Outstanding at beginning of year | — | 1,401,064 | ||||||||||||
| Granted | — | — | ||||||||||||
| Forfeited | — | (1,401,064) | ||||||||||||
| Outstanding at end of year | — | — | ||||||||||||
The total share-based compensation expense related to the Employees Earnout Shares during the year ended December 31, 2024 was $72.
As of December 31, 2025, there was no unrecognized compensation expense related to the Employees Earnout Shares, that are expected to vest.
Employee Stock Purchase Plan (ESPP)
In connection with the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan ("2021 ESPP”). The 2021 ESPP has reserved 3,591,088 shares of the Company’s common stock for issuance to eligible employees, who are entitled to purchase shares of common stock equal to 85% of the lower of the closing price on the purchase date or the six month closing price average during the contribution period through accumulated payroll deductions. During the twelve months ended December 31, 2025, the Company issued 59,688 shares of common stock under the ESPP for $151 in proceeds and recognized $58 in share-based compensation expense. During the twelve months ended December 31, 2024, the Company issued no shares of common stock under the ESPP.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 26, 2025 | |
| 2023 | Mar 28, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 11, 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.