Tevogen Bio Holdings Inc. Stock Compensation Disclosure
In connection with the Closing, the Company adopted the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) and no longer grants awards pursuant to the 2020 Equity Incentive Plan (the “2020 Plan”). Each restricted stock unit (“RSU”) award granted under the 2020 Plan that was outstanding and unvested as of the Closing Date was automatically canceled and converted into an award under the 2024 Plan with respect to the common stock of the Company (the “Rollover RSUs”). Such Rollover RSUs remain subject to the same terms and conditions as set forth under the applicable award agreement prior to the Closing.
In addition to covering the Rollover RSUs, under the 2024 Plan, as of December 31, 2024, the Company was authorized to grant awards up to an aggregate shares of common stock. During the year ended December 31, 2025, the number of shares authorized under the 2024 Plan was increased to . The 2024 Plan provides for the grant of options, stock appreciation rights, restricted common stock (“Restricted Stock”), RSUs, and other equity-based awards. As of December 31, 2025, awards for shares remained available to be granted under the 2024 Plan.
The Company has issued RSUs that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions. Compensation expense for service-based RSUs is recognized on a straight-line basis over the vesting period of the award. Compensation expense for service-based and performance-based RSUs (“Performance-Based RSUs”) is recognized when the performance condition, which is based on a liquidity event condition being satisfied, is deemed probable of achievement. The fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ million and $ million, respectively.
TEVOGEN BIO HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
On the Closing Date, the Company issued an aggregate of RSUs under the 2024 Plan to the Company’s Chief Executive Officer, Dr. Ryan Saadi (the “Special RSU Award”). Such RSUs immediately converted into shares of Restricted Stock, the restrictions on which lapse in four equal annual installments beginning on February 14, 2031 (“Special RSU Vesting Period”). Pursuant to the terms of the Special RSU Award, Dr. Saadi is entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit. Dr. Saadi will automatically forfeit all unvested Restricted Stock in the event he departs the Company. The fair value per share for the Special RSU Award was determined to be $ per share, equivalent to the Company’s stock price on the Closing Date, resulting in a total grant date fair value of $. In accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”), the Company will recognize compensation expense on a straight-line basis from the Closing Date until the completion of the Special RSU Vesting Period.
On June 27, 2025, the Company issued an aggregate of shares of Restricted Stock under the 2024 Plan to the Company’s executive officers, including a grant of shares of Restricted Stock to Dr. Saadi. The shares of Restricted Stock granted to Dr. Saadi will vest in four equal annual installments beginning on June 27, 2032 and the shares of Restricted Stock granted to each other grantee will vest in three equal annual installments beginning on June 27, 2030 (the “RSA Vesting Period”), subject in each case to the applicable grantee’s continuous service with the Company through the vesting date, and provided that the shares will automatically vest in full in the event of termination due to death or disability. Pursuant to the terms of these awards, the Company’s executive officers are entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to automatic forfeit. The Company’s executive officers will automatically forfeit all unvested Restricted Stock in the event they depart the Company for any reason, unless termination of their service triggers accelerated vesting pursuant to the terms of the applicable award agreement or the 2024 Plan. The fair value per share for these awards was determined to be $ per share, equivalent to the Company’s stock price on the grant date, resulting in a total grant date fair value of $. In accordance with ASC 718, the Company will recognize compensation expense on a straight-line basis from the grant date until the completion of the RSA Vesting Period.
Restricted Stock and RSU activity was as follows:
| Service-Based Restricted Stock and RSUs | ||||||||
| Shares | Weighted average grant-date fair value | |||||||
| Nonvested as of January 1, 2024 | $ | |||||||
| Granted | 586,597 | 165.50 | ||||||
| Vested | (52,792 | ) | 48.00 | |||||
| Forfeited | ||||||||
| Nonvested as of December 31, 2024 | 533,805 | $ | 177.00 | |||||
| Granted | 201,996 | 62.36 | ||||||
| Vested | (116,008 | ) | 49.63 | |||||
| Forfeited | ||||||||
| Nonvested as of December 31, 2025 | 619,793 | $ | 163.47 | |||||
| Performance-Based RSUs | ||||||||
| Shares | Weighted average grant-date fair value | |||||||
| Nonvested as of January 1, 2024 | 218,002 | $ | 148.50 | |||||
| Granted | ||||||||
| Vested | (192,210 | ) | 143.50 | |||||
| Forfeited | ||||||||
| Nonvested as of December 31, 2024 | 25,792 | $ | 185.00 | |||||
| Granted | ||||||||
| Vested | (20,159 | ) | 163.33 | |||||
| Forfeited | ||||||||
| Nonvested as of December 31, 2025 | 5,633 | $ | 265.67 | |||||
There was $ and $ of compensation cost related to shares of service-based Restricted Stock and service-based RSUs during the year ended December 31, 2025 and 2024, respectively. There was $ of unrecognized compensation cost related to shares of service-based Restricted Stock and service-based RSUs as of December 31, 2025, which will be expensed over a weighted average period of years. There was $ of compensation cost related to Performance-Based RSUs during the year ended December 31, 2025. As a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ was recognized for the Performance-Based RSUs for the year ended December 31, 2024. There was $ of unrecognized compensation cost related to Performance-Based RSUs as of December 31, 2025, which will be expensed over a weighted average period of years.
TEVOGEN BIO HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Year ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Research and development | $ | 7,329,355 | $ | 27,019,781 | ||||
| General and administrative | 8,893,506 | 13,744,355 | ||||||
| Total | $ | 16,222,861 | $ | 40,764,136 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Apr 2, 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.