Vera Therapeutics, Inc. Stock Compensation Disclosure
8. STOCK COMPENSATION
Equity Plans
2024 Inducement Plan
In February 2024, the Company adopted the 2024 Inducement Plan (Inducement Plan). The Inducement Plan was adopted by the compensation committee of the Company’s board of directors without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and subsequently amended in August 2024, January 2025, and September 2025. In accordance with Rule 5635(c)(4), awards made under the Inducement Plan, including stock options and restricted stock units, may only be granted to newly hired employees as a material inducement to accept employment with the Company. Stock options granted under the Inducement Plan expire no later than ten years from the date of grant.
2021 Equity Incentive Plan and 2017 Equity Incentive Plan
The 2021 Equity Incentive Plan (2021 EIP) and the 2017 Equity Incentive Plan (2017 EIP) became effective in May 2021 and February 2017, respectively. The Company may not grant any additional awards under the 2017 EIP. The 2017 EIP will continue to govern outstanding equity awards granted thereunder. Stock options granted under the 2021 EIP and 2017 EIP expire no later than ten years from the date of grant.
2021 Employee Stock Purchase Plan
The 2021 Employee Stock Purchase Plan (ESPP) became effective in May 2021. As of December 31, 2025, 150,090 shares have been issued pursuant to the ESPP. The ESPP generally provides for six-month consecutive offering periods beginning every September 14 and March 14. The ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation.
The table below summarizes the Company's equity plans as of December 31, 2025:
Plan |
|
Maximum Number of Shares Authorized |
|
|
Shares Available for Future Issuance |
|
||
2024 Inducement Plan |
|
|
3,440,000 |
|
|
|
468,665 |
|
2021 Equity Incentive Plan |
|
|
10,051,396 |
|
|
|
2,381,813 |
|
2017 Equity Incentive Plan |
|
|
2,275,305 |
|
|
|
— |
|
2021 Employee Stock Purchase Plan |
|
|
1,588,946 |
|
|
|
1,438,856 |
|
Option Activity
Stock option activity under the 2017 EIP, 2021 EIP, and 2024 Inducement Plan for the year ended December 31, 2025 is summarized as follows:
|
|
Number of Options |
|
|
Weighted-Average Exercise Price per Share |
|
|
Weighted-Average Remaining Contractual Life (Years) |
|
|
Aggregate Intrinsic Value (000s) |
|
||||
Outstanding as of December 31, 2024 |
|
|
6,611,797 |
|
|
$ |
16.44 |
|
|
|
8.11 |
|
|
$ |
172,630 |
|
Granted |
|
|
2,309,060 |
|
|
|
27.88 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(429,571 |
) |
|
|
13.19 |
|
|
|
|
|
|
|
||
Cancelled and forfeited |
|
|
(95,996 |
) |
|
|
30.62 |
|
|
|
|
|
|
|
||
Outstanding as of December 31, 2025 |
|
|
8,395,290 |
|
|
$ |
19.59 |
|
|
|
7.58 |
|
|
$ |
260,696 |
|
Options exercisable as of December 31, 2025 |
|
|
4,195,226 |
|
|
$ |
14.58 |
|
|
|
6.63 |
|
|
$ |
151,267 |
|
Vested and expected to vest as of December 31, 2025 |
|
|
8,395,290 |
|
|
$ |
19.59 |
|
|
|
7.58 |
|
|
$ |
260,696 |
|
The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $12.0 million, $46.8 million, and $1.0 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2025, 2024, and 2023 was $22.59 per share, $19.65 per share, and $5.92 per share, respectively.
Award Activity
The Company grants restricted stock units (RSU) pursuant to the 2021 EIP and satisfies such grants through the issuance of the Company’s Class A common stock. The following table shows RSU activity for the period ending December 31, 2025:
|
|
NUMBER OF |
|
|
WEIGHTED- |
|
||
Unvested balance at December 31, 2024 |
|
|
696,888 |
|
|
$ |
29.63 |
|
Granted |
|
|
1,104,755 |
|
|
|
27.98 |
|
Vested |
|
|
(154,851 |
) |
|
|
26.66 |
|
Cancelled and forfeited |
|
|
(46,952 |
) |
|
|
31.13 |
|
Unvested balance at December 31, 2025 |
|
|
1,599,840 |
|
|
$ |
28.67 |
|
Stock-Based Compensation Expense
The following tables summarize the stock-based compensation expense for stock options and restricted stock units granted to employees and nonemployees and for ESPP stock-based compensation that was recorded in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2025, 2024, and 2023 (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Research and development |
|
$ |
17,237 |
|
|
$ |
8,537 |
|
|
$ |
4,845 |
|
General and administrative |
|
|
20,689 |
|
|
|
12,265 |
|
|
|
6,648 |
|
Total stock-based compensation expense |
|
$ |
37,926 |
|
|
$ |
20,802 |
|
|
$ |
11,493 |
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Employees |
|
$ |
35,572 |
|
|
$ |
18,356 |
|
|
$ |
10,494 |
|
Nonemployees |
|
|
2,354 |
|
|
|
2,446 |
|
|
|
999 |
|
Total stock-based compensation expense |
|
$ |
37,926 |
|
|
$ |
20,802 |
|
|
$ |
11,493 |
|
As of December 31, 2025, the Company had $66.0 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.5 years. For the years ended December 31, 2025, 2024, and 2023, the Company recognized $27.3 million, $17.1 million, and $10.0 million of stock-based compensation expense for stock options, respectively.
As of December 31, 2025, the Company had $38.0 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 3.1 years. For the years ended December 31, 2025, 2024, and 2023, the Company recognized $9.9 million, $3.4 million, and $1.6 million of stock-based compensation expense for RSUs, respectively.
Stock-based compensation expense related to the ESPP for the years ended December 31, 2025, 2024, and 2023 was $0.9 million, $0.3 million, and $0.2 million, respectively.
No tax benefit was recognized related to stock-based compensation expense since the Company has never reported taxable income and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets.
The fair value of stock options granted during the years ended December 31, 2025, 2024, and 2023 was estimated using the Black-Scholes option pricing model based on the following assumptions:
|
|
Year Ended December 31, |
||||
|
|
2025 |
|
2024 |
|
2023 |
Expected term (in years) |
|
5.5 - 6.1 |
|
5.4 – 6.1 |
|
5.5 – 6.1 |
Expected volatility |
|
81.8% – 83.9% |
|
69.7% – 73.2% |
|
79.5% – 80.5% |
Risk-free rate |
|
3.7% – 4.5% |
|
3.6% – 4.6% |
|
3.4% – 4.7% |
Dividend yield |
|
— |
|
— |
|
— |
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.