Xeris Biopharma Holdings, Inc.XERS
Xeris Biopharma Holdings, Inc. Stock Compensation Disclosure
Stock Compensation Plan
In 2011, the Company adopted the 2011 Stock Option Issuance Plan (the "2011 Plan") and subsequently amended it to authorize the Board of Directors to issue up to 4,714,982 incentive stock option and non-qualified stock option awards. The 2018 Stock Option and Incentive Plan (the "2018 Plan") was adopted by the Board of Directors in April 2018 and approved by the Company's stockholders in June 2018 to award up to 1,822,000 shares of common stock. The 2018 Plan replaced the 2011 Plan as the Board of Directors decided not to make additional awards under the 2011 Plan following the closing of the Xeris Pharmaceutical IPO, which occurred in June 2018. The 2018 Plan allows the compensation committee to make equity-based and cash-based incentive awards to the Company's officers, employees, directors and other key persons (including consultants). No grants of stock options or other awards may be made under the 2018 Plan after the tenth anniversary of the effective date. As of December 31, 2025, there were 6.7 million shares of common stock available for future issuance under the 2018 Plan.
The 2018 Employee Stock Purchase Plan (the "ESPP") was adopted by the Board of Directors in April 2018 and approved by the Company's stockholders in June 2018 to issue up to 193,000 shares of common stock to participating employees. In June 2024, the Company's stockholders approved an amendment to the ESPP that removed the "evergreen" provision which provided for annual increases in the aggregate number of shares available for issuance thereunder and increased the aggregate number of shares available for issuance thereunder by 6,636,632 additional shares. Through the ESPP, eligible employees may authorize payroll deductions of up to 15% of their compensation to purchase up to the number of shares of common stock determined by dividing $25,000 by the closing market price of Xeris common stock on the offering date. The purchase price per share at each purchase date is equal to 85% of the lower of (i) the closing market price per share of Xeris common stock on the employee's offering date or (ii) the closing market price per share of Xeris common stock on the purchase date. Each offering period has a six-month duration and purchase interval. As of December 31, 2025, there were 5.9 million shares available for issuance under the ESPP.
The Equity Inducement Plan (the "Inducement Plan") was adopted by the Board of Directors in February 2019. The Inducement Plan allows the Company to make stock option or restricted stock unit awards to prospective employees of the Company as an inducement to such individuals to commence employment with the Company. The Company uses this Inducement Plan to help it attract and retain prospective employees who are necessary to support the commercialization of products and the expansion of the Company generally. As of December 31, 2025, there were 0.7 million shares of common stock available for future issuance under the Inducement Plan.
Assumed Plans
On the acquisition date of Strongbridge, the Company assumed all then-outstanding stock options and shares available and reserved for issuance under some legacy equity incentive plans of Strongbridge, including the Strongbridge 2015 equity compensation plan and Strongbridge 2017 inducement plan (collectively, the "Assumed Plans"). Shares reserved under the Assumed Plans will be available for future grants. The Company also assumed all then-outstanding stock options from the remainder of the legacy equity incentive plans of Strongbridge without assuming the shares available and reserved for issuance under those plans. The number of shares subject
to stock options outstanding under all Strongbridge legacy equity incentive plans are included in the tables below. As of December 31, 2025, there were 0.2 million shares reserved for future grants under the Assumed Plans.
Stock Options
Stock options are granted with an exercise price equal to the market price of the Company's common stock at the date of grant. Stock option awards typically vest over three years after the grant date and expire to ten years from the grant date.
No stock options were granted during the years ended December 31, 2025 or 2024, or 2023; therefore, no weighted-average grant date fair value or related valuation assumptions are presented for these periods.
Stock option activity under the 2011 Plan, 2018 Plan, Inducement Plan and Assumed Plans for the year ended December 31, 2025:
| Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Contractual Life (Years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
Outstanding - December 31, 2024 | 8,832,170 | $5.31 | 2.77 | $2.42 | |||||||||||||||||||
| Exercised | (2,991,911) | $3.87 | |||||||||||||||||||||
| Forfeited | (22) | $5.29 | |||||||||||||||||||||
| Expired | (530,378) | $11.02 | |||||||||||||||||||||
Outstanding - December 31, 2025 | 5,309,859 | $5.54 | 2.78 | $16.3 | |||||||||||||||||||
Vested and expected to vest at December 31, 2025 | 5,309,859 | $5.54 | 2.78 | $16.3 | |||||||||||||||||||
Exercisable - December 31, 2025 | 5,309,859 | $5.54 | 2.78 | $16.3 | |||||||||||||||||||
Intrinsic value for stock options is defined as the difference between the current market value of the Company's common stock and the exercise price.
At December 31, 2025, there was no unrecognized stock based compensation expense related to stock options.
Restricted Stock Units
The Company grants Restricted Stock Units ("RSUs") to employees. RSUs that are granted vest over either three years in equal annual installments beginning on the one-year anniversary of the date of grant, provided that the employee is employed by the Company on such vesting date. If and when the RSUs vest, the Company will issue one share of common stock for each whole RSU that has vested, subject to satisfaction of the employee's tax withholding obligations. Upon vesting and settlement of RSUs or exercise of stock options, at the election of the grantee, the Company does not collect withholding taxes in cash from employees. Instead, the Company withholds upon settlement as RSUs vest, or as stock options are exercised, the portion of those shares with a fair market value equal to the amount of the minimum statutory withholding taxes due. The withheld shares are accounted for as repurchases of common stock. Stock-based compensation expense related to RSUs is recognized on a straight-line basis over the employee's requisite service period.
A summary of outstanding RSU awards and the activity for the year ended December 31, 2025:
| Number of Units | Weighted Average Grant Date Fair Value Per Share | ||||||||||
Unvested balance - December 31, 2024 | 16,420,640 | $ | 2.12 | ||||||||
| Granted | 5,971,175 | $ | 4.00 | ||||||||
| Vested | (7,650,734) | $ | 2.09 | ||||||||
| Forfeited | (1,229,743) | $ | 2.56 | ||||||||
Unvested balance - December 31, 2025 | 13,511,338 | $ | 2.93 | ||||||||
The total fair value of RSUs vested for the year ended December 31, 2025 was $31.5 million. Of the vested RSUs, 2.7 million shares were surrendered to fulfill tax withholding obligations.
As of December 31, 2025, there was $23.1 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over the weighted-average remaining vesting period of 1.4 years. For the years ended December 31, 2025 and December 31, 2024, the weighted-average grant date fair value per share of RSUs granted was $4.00 and $2.46, respectfully.
Stock Appreciation Rights
Stock appreciation rights ("SARs") are granted under the 2018 Plan. SARs are granted with an exercise price equal to the market price of the Company's common stock at the date of grant. SARs allow the recipient to receive the appreciation in the fair market value of the Company's common stock between the exercise date and the date of grant. SARs are settled in cash and vest in full and automatically exercise on the second anniversary of the date of grant, subject to continued service through the vesting date. SARs are settled in cash, and accordingly are classified as liabilities in the Company's Consolidated Balance Sheets and are remeasured to fair value at the end of each reporting period using the Black-Scholes option-pricing model.
SARs activity under the 2018 Plan for the year ended December 31, 2025 was as follows:
| Number of SARs | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (in Years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
Outstanding - December 31, 2024 | 500,000 | $ | 2.43 | 1.58 | $ | 0.5 | |||||||||||||||||
| Granted | 2,150,000 | $ | 3.63 | ||||||||||||||||||||
Outstanding - December 31, 2025 | 2,650,000 | $ | 3.36 | 0.98 | $ | 11.8 | |||||||||||||||||
Vested and exercisable at December 31, 2025 | — | $ | — | — | $ | — | |||||||||||||||||
SARs value assumptions:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Expected term (in years) | 2.0 | 2.0 | |||||||||
| Risk-free interest rate | 3.5% | 4.2% | |||||||||
| Expected stock price volatility | 60.2% | 65.4% | |||||||||
| Expected dividend yield | —% | —% | |||||||||
No SARs were granted during the year ended December 31, 2023.
The risk-free interest rate for SARs is based on the United States Treasury yield curve in effect at the time of remeasurement. Expected stock price volatility is based on the historical volatility of the Company's stock. As of December 31, 2025, there was $6.1 million of unrecognized stock-based compensation expense related to SARs.
Stock-based Compensation Expense
The following table summarizes the reporting of total stock-based compensation expense resulting from stock options, RSUs, SARs, and the ESPP (in thousands):
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Research and development | $ | 1,595 | $ | 1,367 | $ | 1,413 | ||||||||||||||
| Selling, general and administrative | 20,771 | 16,996 | 9,303 | |||||||||||||||||
| Total stock-based compensation expense | $ | 22,366 | $ | 18,363 | $ | 10,716 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 6, 2024 | |
| 2022 | Mar 8, 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.