10x Genomics, Inc.TXG
10x Genomics, Inc. Stock Compensation Disclosure
Equity Incentive Plans
Amended and Restated 2012 Stock Plan
Following the adoption of the 2019 Omnibus Incentive Plan in September 2019, any awards outstanding under the Amended and Restated 2012 Stock Plan (“2012 Plan”) continue to be governed by their existing terms but no further awards may be granted under the 2012 Plan. As of December 31, 2025, the number of shares of Class A common stock issuable under the 2012 Plan, which includes shares issuable upon the exercise of outstanding awards, was 1,295,245.
2019 Omnibus Incentive Plan
The 2019 Omnibus Incentive Plan (“2019 Plan”) allows for the issuance of incentive stock options, non-statutory stock options (“NSOs”) or restricted shares. Incentive stock options may be granted only to the Company’s employees (including officers and directors who are also considered employees). NSOs and restricted shares may be granted to the Company’s employees and service providers. As of December 31, 2025, the number of shares of Class A common stock available for issuance under the 2019 Plan was 10,092,793 shares issuable in connection with outstanding awards and 21,857,245 shares reserved for issuance in connection with grants of future awards.
The number of shares of Class A common stock reserved for issuance under the 2019 Plan at the time the 2019 Plan was adopted in 2019 was 11,000,000. The 2019 Plan provides that the total number of shares of the Company’s Class A common stock that may be issued under the 2019 Plan, including options authorized and options outstanding, is 11,000,000 (such share limit as increased from time to time, the “Absolute Share Limit”). However, the Absolute Share Limit shall be increased on the first day of each calendar year commencing on January 1, 2021 and ending on January 1, 2029 in an amount equal to the lesser of (i) 5% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares of the Company’s Class A common stock as determined by the Company’s board of directors. However, if on January 1 of a calendar year, the Company’s board of directors has not either confirmed the 5% increase described in clause (i) or approved a lesser number of shares of the Company’s Class A common stock for such calendar year, then the Company’s board of directors will be deemed to have waived the automatic increase, and no such increase will occur for such calendar year. Of the Absolute Share Limit, no more than 11,000,000 shares of Class A common stock may be issued in the aggregate pursuant to the exercise of incentive stock options granted under the 2019 Plan.
Options issued under the 2019 Plan have a contractual term of 10 years. The exercise price of an incentive stock option and NSO shall not be less than 100% of the fair market value of the shares on the date of grant.
Stock Options
A summary of the Company’s stock option activity under the 2012 and 2019 Plans is as follows:
Outstanding Options | Weighted- Average Exercise Price | Weighted- Average Remaining Term (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of December 31, 2024 | 4,594,582 | $ | 45.37 | 5.4 | $ | 13,834,082 | |||||||||||||||||
| Exercised | (478,085) | 2.83 | |||||||||||||||||||||
| Forfeited | (555,200) | 61.62 | |||||||||||||||||||||
| Balance as of December 31, 2025 | 3,561,297 | $ | 48.55 | 4.6 | $ | 10,337,526 | |||||||||||||||||
| Vested and exercisable as of December 31, 2025 | 3,253,508 | $ | 49.02 | 4.4 | $ | 10,337,526 | |||||||||||||||||
The Company did not grant stock options during the years ended December 31, 2025 and 2024. The weighted-average grant date fair value of options granted during the year ended December 31, 2023 was $33.67 per share. The total intrinsic value of stock options exercised was $4.4 million, $12.3 million and $78.0 million during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, the total unrecognized stock-based compensation related to stock options was $4.9 million, which will be recognized over a weighted-average period of approximately one year.
The fair value of each employee option granted in 2023 was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions for the periods indicated:
| Year Ended December 31, 2023 | ||||||||
| Expected volatility | 70% – 71% | |||||||
| Risk-free interest rate | 3.7% – 4.6% | |||||||
| Expected term | 5.3 – 6.1 years | |||||||
| Expected dividend | —% | |||||||
Restricted Stock Units
Restricted stock units (“RSUs”) activity for the year ended December 31, 2025 is as follows:
| Restricted Stock Units | Weighted-Average Grant Date Fair Value (per share) | ||||||||||
| Balance as of December 31, 2024 | 6,493,387 | $ | 35.55 | ||||||||
| Granted | 6,184,585 | 10.65 | |||||||||
| Vested | (3,117,074) | 30.68 | |||||||||
| Forfeited | (1,734,157) | 27.12 | |||||||||
| Outstanding as of December 31, 2025 | 7,826,741 | $ | 19.68 | ||||||||
As of December 31, 2025, the total unrecognized stock-based compensation related to RSUs was $118.0 million, which will be recognized over a weighted-average period of approximately two years.
Performance Stock Awards
In March 2025, the Company granted 561,603 PSUs (“2025 PSUs”) under the 2019 Plan to certain members of management which are subject to the achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below:
i.50% of target 2025 PSUs earned will be based on the Company’s compound annual growth rate (“CAGR”) of the Company’s revenue over a two-year performance period from January 1, 2025 to December 31, 2026. Holders may earn from 0% to 200% of the target amount of shares and earned 2025 PSUs will then be subject to service-based vesting; and
ii.50% of target 2025 PSUs earned will be based on the relative Total Shareholder Return (“TSR”) of the Company’s Class A common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a three-year performance period from January 1, 2025 to December 31, 2027. Depending on the results relative to the TSR market condition, the holders may earn from 0% to 200% of the target amount of shares which will vest at the end of the performance period.
The 2025 PSUs will be forfeited if the performance or market conditions are not achieved at the end of the relative performance periods as described above. The vesting of the 2025 PSUs can also be triggered upon certain change in control events or in the event of death or disability.
The weighted-average grant date fair values of the 2025 PSUs relating to CAGR and TSR components were $10.76 and $13.94 per share, respectively. Stock-based compensation expense recognized for the 2025 PSUs relating to TSR components was $1.0 million for the year ended December 31, 2025. The vesting of the CAGR components of the 2025 PSUs was deemed not probable of vesting as of December 31, 2025, which resulted in no stock-based compensation expense recognized for the year ended December 31, 2025.
The Company estimated the fair values of the shares granted under the TSR component of the 2025 PSUs using a Monte Carlo simulation model with the following assumptions:
| Year Ended December 31, 2025 | ||||||||
| Expected volatility | 67% | |||||||
| Risk-free interest rate | 4.0% | |||||||
| Expected dividend yield | —% | |||||||
In March 2024, the Company granted 219,168 PSUs (“2024 PSUs”) under the 2019 Plan to certain members of management which are subject to the achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below:
i.50% of target 2024 PSUs earned were based on the Company’s CAGR of the Company’s revenue over a two-year performance period from January 1, 2024 to December 31, 2025. Holders could have earned from 0% to 175% of the target amount of shares and earned 2024 PSUs would have then been subject to service-based vesting; and
ii.50% of target 2024 PSUs earned will be based on the relative TSR of the Company’s common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a three-year performance period from January 1, 2024 to December 31, 2026. Depending on the results relative to the TSR market condition, the holders may earn from 0% to 200% of the target amount of shares which will vest at the end of the performance period.
The 2024 PSUs were or will be forfeited if the performance or market conditions were or are not achieved at the end of the relative performance periods as described above. The Company did not achieve the revenue CAGR performance condition over the two-year performance period; accordingly, the PSUs subject to this performance condition were forfeited as of December 31, 2025. The vesting of the 2024 PSUs subject to the relative TSR condition can also be triggered upon certain change in control events or in the event of death or disability.
The weighted-average grant date fair values of the 2024 PSUs relating to CAGR and TSR components were $37.43 and $44.80 per share respectively. Stock-based compensation expense recognized for the 2024 PSUs relating to TSR components was $1.3 million for each of the years ended December 31, 2025 and 2024. The vesting of the CAGR component for the 2024 PSUs was deemed not probable of vesting as of December 31, 2025 and December 31, 2024, which resulted in no stock-based compensation expense recognized for the years ended December 31, 2025 and 2024.
The Company estimated the fair values of the shares granted under the TSR component of the 2024 PSUs using a Monte Carlo simulation model with the following assumptions:
| Year Ended December 31, 2024 | ||||||||
| Expected volatility | 66% | |||||||
| Risk-free interest rate | 4.5% | |||||||
| Expected dividend yield | —% | |||||||
In March 2023, the Company granted 172,842 PSAs (“2023 PSAs”) under the 2019 Plan to certain members of management, which are subject to the achievement of certain escalating stock price thresholds established by the Company's Compensation Committee of the Board of Directors.
The 2023 PSAs each vest in equal installments upon the achievement of escalating stock price thresholds of $72.14, $96.19 and $120.24, respectively, calculated based on the volume-weighted average price per share of the Company’s Class A common stock over the immediately trailing 20 trading day period for each respective threshold. The escalating stock price thresholds can be met any time prior to the fifth anniversary of the date of grant. The vesting of the 2023 PSAs can also be triggered upon certain change in control events and achievement of certain change in control price thresholds, or in the event of death or disability. The weighted-average grant date fair value of the 2023 PSAs was $43.13. Stock-based compensation expense recognized for the 2023 PSAs was $1.7 million and $5.1 million for the years ended December 31, 2024 and 2023, respectively.
The Company estimated the fair values of shares granted under the 2023 PSAs using a Monte Carlo simulation model with the following assumptions:
| Year Ended December 31, 2023 | ||||||||
| Expected volatility | 71% | |||||||
| Risk-free interest rate | 3.7% | |||||||
| Expected dividend | —% | |||||||
In September 2022, the Company granted 709,025 PSAs (“2022 PSAs”) including RSUs and a performance stock option under the 2019 Plan to certain members of management, which are subject to the achievement of certain stock price thresholds established by the Company’s Compensation Committee of the Board of Directors.
Stock-based compensation expense recognized for the 2022 PSAs was $2.4 million and $10.0 million for the years ended December 31, 2024 and 2023, respectively.
2019 Employee Stock Purchase Plan
In July 2019, the Company’s board of directors adopted the 10x Genomics, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), which was subsequently approved by the Company’s stockholders. The ESPP went into effect on September 11, 2019. Subject to any limitations contained therein, the ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their eligible compensation to purchase the Company’s Class A common stock at a discounted price per share. The ESPP generally provides for consecutive 6-month offering periods.
During the years ended December 31, 2025, 2024 and 2023, 708,628, 385,967, and 217,537 shares of Class A common stock, respectively, were issued under the ESPP. The ESPP provides that the maximum number of shares of the Company’s Class A common stock made available for sale thereunder will be 4,909,589, which number will be automatically increased on the first day of each calendar year commencing on January 1, 2021 and ending on January 1, 2029 in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares of the Company’s Class A common stock as determined by the Company’s board of directors. However, if on January 1 of a calendar year the Company’s board of directors has not either confirmed the 1% described in clause (i) or approved a lesser number of shares of the Company’s Class A common stock for such calendar year, the Company’s board of directors will be deemed to have waived the automatic increase and no such increase will occur for such calendar year. The maximum number of shares available under the ESPP (and any share limitations thereunder, as applicable) will automatically be adjusted upon certain changes to the Company’s capital structure. As of December 31, 2025, there were 3,223,673 shares available for issuance under the ESPP.
For the years ended December 31, 2025, 2024, and 2023 the weighted average grant date fair values of options granted under the ESPP, using the Black-Scholes option pricing model, were $4.07, $6.42, and $16.91 respectively.
The following assumptions were used in estimating the fair values of shares under the ESPP:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 67% – 75% | 49% – 80% | 49% – 58% | ||||||||||||||
| Risk-free interest rate | 3.80% – 4.30% | 4.44% – 5.4% | 5.24% – 5.41% | ||||||||||||||
| Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||||||
| Expected dividend | —% | —% | —% | ||||||||||||||
As of December 31, 2025, the total unrecognized stock-based compensation related to the ESPP was $1.0 million, which will be recognized over a weighted-average period of approximately 0.4 years.
Stock-based Compensation
The Company recorded stock-based compensation expense in the consolidated statement of operations for the periods presented as follows (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenue | $ | 8,497 | $ | 8,348 | $ | 7,068 | |||||||||||
| Research and development | 49,568 | 66,315 | 72,804 | ||||||||||||||
| Selling, general and administrative | 50,739 | 66,086 | 87,078 | ||||||||||||||
| Total stock-based compensation expense | $ | 108,804 | $ | 140,749 | $ | 166,950 | |||||||||||
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.