9. Share-Based Compensation

2014 Plan (as amended and restated in February 2017, the “Private Aadi Plan”)

In connection with the Merger, the Company assumed the Private Aadi Plan, which was amended and restated in February 2017, and the issued and outstanding stock options under the Private Aadi Plan (the Private Aadi common stock underlying the awards was adjusted for shares of the Company’s common stock pursuant to the Merger Agreement). The Private Aadi Plan allowed for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock unit awards and other stock awards. In connection with the closing of the Merger and the adoption of the 2021 Plan (as defined below), no further awards will be issued under the Private Aadi Plan.

The options that are granted from the Private Aadi Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. The Private Aadi Plan stock options generally vest over a four-year term.

2011 Plan and 2017 Plan

In connection with the closing of the Merger, the Company assumed the Aerpio 2011 Equity Incentive Plan (the “2011 Plan”) and the Aerpio 2017 Stock Option and Incentive Plan (the “2017 Plan,” and together with the 2011 Plan, the “Prior Plans”). No new awards will be granted under the Prior Plans effective as of the closing of the Merger and the adoption of the 2021 Plan (as defined below).

2021 Plan

At the closing of the Merger, the Company adopted the Aadi Bioscience, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which permits the award of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance grants to employees, members of the board of directors, and outside consultants.

Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, a total of 2,070,784 shares of common stock were initially reserved for issuance pursuant to the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan include any shares of common stock (i) subject to awards of stock options or other awards granted under the Prior Plans that expire or otherwise terminate without having been exercised in full and shares of common stock granted under the Prior Plans that are forfeited or repurchased by the Company, and (ii) any shares of common stock subject to stock options or similar awards granted under the Private Aadi Plan that were assumed in the Reverse Merger (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this provision is 764,154 shares).

The number of shares available for issuance under the 2021 Plan will include an annual increase, or the evergreen feature, on the first day of each of the Company’s fiscal years, beginning with the Company’s fiscal year 2022, equal to the least of:

2,070,784 shares of common stock;
a number of shares equal to 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or
such number of shares as the board of directors or its designated committee may determine.

On February 28, 2025, the Company’s stockholders approved the amendment and restatement of the 2021 Plan to (i) increase the number of shares available for future grant under the 2021 Plan from 2,000,284 shares to 8,300,284 shares and (ii) modify the 2021 Plan’s default annual automatic share reserve increase occurring on January 1 of each year to be equal to the least

of 8,300,284 shares, 5% of outstanding shares on the last day of the immediately preceding fiscal year, or such number of shares as the board of directors or its designated committee may determine. Upon stockholder approval, such amendment and restatement of the 2021 Plan became effective.

As a result of the evergreen increase, a total of 2,357,286 shares of common stock were added to the 2021 Plan on January 1, 2026 and 987,228 shares of common stock were added to the 2021 Plan on January 1, 2025.

Shares issuable under the 2021 Plan are authorized, but unissued, or reacquired shares of common stock. If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the combined company due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2021 Plan (unless the 2021 Plan has terminated).

2023 Inducement Equity Incentive Plan

On September 27, 2023 the Company adopted the 2023 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which the Company may from time to time make equity grants to new employees as a material inducement to their employment. The Company reserved 600,000 shares of common stock for issuance under the Inducement Plan. The only persons eligible to receive awards under the Inducement Plan are individuals who are new employees and satisfy the standards for inducement grants under applicable Nasdaq listing rules.

As of December 31, 2025, 134,810, 15,036, 9,933,498, and 490,000 shares were outstanding under the Private Aadi Plan, 2017 Plan, 2021 Plan, and 2023 Inducement Plan, respectively. As of December 31, 2025, no shares were outstanding under the 2011 Plan.

The following table summarizes the stock option activity during the year ended December 31, 2025:

 

 

Shares

 

 

Weighted
Average
Exercise Price

 

 

Weighted
Average
Remaining
Contractual
Term
(in Years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding shares at December 31, 2024

 

 

4,950,016

 

 

$

10.82

 

 

 

7.99

 

 

$

1,818

 

Granted

 

 

4,043,124

 

 

 

1.92

 

 

 

 

 

 

 

Exercised

 

 

(24,936

)

 

 

1.06

 

 

 

 

 

 

 

Cancelled/Forfeited

 

 

(328,844

)

 

 

6.45

 

 

 

 

 

 

 

Expired

 

 

(518,706

)

 

 

15.18

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

8,120,654

 

 

$

6.31

 

 

 

8.19

 

 

$

2,642

 

Options exercisable as of December 31, 2025

 

 

3,342,667

 

 

$

11.79

 

 

 

6.88

 

 

$

496

 

Vested and expected to vest as of December 31, 2025

 

 

8,120,654

 

 

$

6.31

 

 

 

8.19

 

 

$

2,642

 

 

As of December 31, 2025, there was $7.6 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.3 years.

The total intrinsic value of the options exercised during the year ended December 31, 2025 was $43,600.

No options were exercised during the year ended December 31, 2024.

As of December 31, 2025, 2,520,585 shares were reserved for issuance for new awards under the 2021 Plan. As of December 31, 2025, 110,000 shares were reserved for issuance for new awards under the 2023 Inducement Plan.

Restricted Stock Units

Restricted stock consists of restricted stock unit awards (RSUs) which have been granted to employees. The value of an RSU award is based on the Company’s stock price on the date of grant. Employee grants vest over four years. Forfeitures of RSUs are recognized as they occur. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. The total fair value of RSUs that vested was $0.6 million and $0.1 million for 2025 and 2024, respectively.

Activity with respect to the Company’s restricted stock units during the year ended December 31, 2025 is as follows:

 

 

Shares

 

 

Weighted Average
Grant Date Fair
Value

 

Nonvested shares at December 31, 2024

 

 

256,490

 

 

$

1.92

 

Granted

 

 

2,622,581

 

 

 

1.69

 

Vested/Issued

 

 

(387,925

)

 

 

1.60

 

Forfeited

 

 

(38,456

)

 

 

1.92

 

Nonvested shares at December 31, 2025

 

 

2,452,690

 

 

$

1.73

 

 

As of December 31, 2025, there was $1.3 million of unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted average period of 0.5 years.

Compensation Expense Summary

The Company recognized the following compensation cost related to employee and non-employee share-based compensation activity for the periods presented (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Selling, general and administrative

 

$

6,524

 

 

$

6,782

 

Research and development

 

 

3,349

 

 

 

4,057

 

Total

 

$

9,873

 

 

$

10,839

 

 

The Company uses the Black-Scholes option pricing model to determine the estimated fair value for share-based option awards. Option pricing and models require the input of various assumptions, including the option’s expected life, expected dividend yield, price volatility and risk-free interest rate of the underlying stock. Forfeitures are recognized and accounted for as they occur.

The calculation was based on the following assumptions:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Weighted average grant date fair value (per share)

 

$

1.42

 

 

$

1.41

 

Risk-free interest rate

 

3.77% - 4.19%

 

 

4.13% - 4.47%

 

Expected volatility

 

82.81% - 89.48%

 

 

88.29% - 91.46%

 

Expected term (in years)

 

5.5 - 6.1

 

 

5.0 - 6.1

 

Expected dividend yield

 

 

 

 

 

 

 

The Company determines the assumptions used in the option pricing model in the following manner:

Risk-Free Interest Rate For the determination of the risk-free interest rates, the Company utilizes the U.S. Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption.

Expected Volatility – The Company based its estimate of expected volatility on a weighted average using the Company's limited historical stock price volatility data, supplemented with the estimated and expected volatilities of a guideline group of publicly traded companies. For these analyses, the Company selected companies with comparable characteristics including enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its share-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Expected Dividend – The expected dividend yield is assumed to be zero because the Company has never paid dividends and does not have current plans to pay any dividends on its common stock.

Expected Term – The Company estimates the expected term of its stock options granted to employees and non-employee directors using the simplified method, whereby, the expected term equals the average of the vesting term and the original contractual term of the option. The Company utilizes this method since it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

Historical Timeline

Fiscal YearFiled
2025Mar 12, 2026Showing above
2024Mar 28, 2025
2023Mar 13, 2024
2022Mar 29, 2023
2021Mar 17, 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.