v3.25.2
Equity-Based Compensation
6 Months Ended
Jun. 30, 2025
Equity-Based Compensation  
Equity-Based Compensation
11.
Equity-Based Compensation

Restricted Common Stock

Concurrent with the Reorganization, all outstanding incentive units were exchanged into 3,469,546 shares of common stock, of which 2,779,358 were unvested restricted common stock. The following table provides a summary of the unvested restricted common stock award activity during the six months ended June 30, 2025:

 

NUMBER OF SHARES

 

 

WEIGHTED-
AVERAGE
GRANT DATE FAIR
VALUE PER
SHARE

 

Unvested restricted common stock as of December 31, 2024

 

 

1,415,827

 

 

$

5.30

 

Vested

 

 

(388,922

)

 

 

4.98

 

Unvested restricted common stock as of June 30, 2025

 

 

1,026,905

 

 

$

5.43

 

The fair value of restricted stock vested during the three and six months ended June 30, 2025 was $0.9 million and $1.9 million, respectively.

Stock Options and Restricted Stock Units

In July 2023, in connection with the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective on the date of the effectiveness of the registration statement for the IPO. The 2023 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. As of June 30, 2025, the number of shares of common stock available for future grants under the 2023 Plan is equal to 6,039,446 shares of common stock. The number of shares available for grant and issuance under the 2023 Plan will be automatically increased on January 1 of each year by a number of shares equal to up to 5% of the outstanding shares of common stock on such date.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted with the following assumptions:

 

THREE MONTHS ENDED JUNE 30,

 

SIX MONTHS ENDED JUNE 30,

 

2025

 

2025

Risk-free interest rate

 

3.9% - 4.1%

 

3.9% - 4.4%

Expected dividend yield

 

0.0%

 

0.0%

Expected term (in years)

 

5.5 - 6.25

 

5.5 - 6.25

Expected volatility

 

74.8% - 75.5%

 

74.8% - 75.5%

The following table provides a summary of stock option activity during the six months ended June 30, 2025:

 

OPTIONS

 

 

WEIGHTED-
AVERAGE
EXERCISE
PRICE

 

 

WEIGHTED-
AVERAGE
REMAINING
CONTRACTUAL TERM
(IN YEARS)

 

 

AGGREGATE
INTRINSIC
VALUE
(IN THOUSANDS)

 

Outstanding as of December 31, 2024

 

 

5,155,414

 

 

$

35.12

 

 

 

9.4

 

 

$

61,506

 

Granted

 

 

686,403

 

 

$

39.19

 

 

 

 

 

$

 

Exercised

 

 

(49,922

)

 

$

20.16

 

 

 

 

 

$

 

Forfeited

 

 

(77,208

)

 

$

34.87

 

 

 

 

 

$

 

Outstanding as of June 30, 2025

 

 

5,714,687

 

 

$

35.74

 

 

 

9.0

 

 

$

57,200

 

Exercisable as of June 30, 2025

 

 

1,323,751

 

 

$

28.93

 

 

 

8.6

 

 

$

20,760

 

The fair value of options vested during the three and six months ended June 30, 2025 was $10.9 million and $18.2 million, respectively.

The following table provides a summary of the unvested restricted stock unit activity under the 2023 Plan during the six months ended June 30, 2025:

 

NUMBER OF
SHARES

 

 

WEIGHTED-
AVERAGE
GRANT DATE FAIR
VALUE PER SHARE

 

Unvested restricted stock units as of December 31, 2024

 

 

267,564

 

 

$

38.48

 

Vested

 

 

(37,213

)

 

 

36.54

 

Forfeited

 

 

(5,908

)

 

 

43.61

 

Unvested restricted stock units as of June 30, 2025

 

 

224,443

 

 

$

38.67

 

The fair value of restricted stock units vested during the three and six months ended June 30, 2025 was $0.7 million and $1.4 million, respectively.

2023 Employee Stock Purchase Plan

In July 2023, the Board adopted and the Company’s stockholders approved the 2023 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 13, 2023. The ESPP provides that eligible employees may contribute up to 15% of their eligible earnings toward the semi-annual purchase of the Company's common stock, subject to any plan limitations. The purchase period under the ESPP has a duration of six months, and the purchase price with respect to each purchase period is equal to 85% of the lesser of (i) the fair market value of the Company's common stock at the commencement of the applicable six-month purchase period or (ii) the fair market value of the Company's common stock on the exercise date. As of June 30, 2025, 49,221 shares have been issued under the ESPP and 1,493,797 shares remain available for issuance.

The following table presents the classification of equity-based compensation expense related to equity awards granted to employees, managers, executives, and service providers (in thousands):

 

THREE MONTHS ENDED
JUNE 30,

 

 

SIX MONTHS ENDED
JUNE 30,

 

 

2025

 

 

2024

 

 

2025

 

2024

 

Research and development expense

 

$

5,538

 

 

$

2,154

 

 

$

10,910

 

$

4,084

 

General and administrative expense

 

 

5,806

 

 

 

3,544

 

 

 

11,560

 

 

5,800

 

Total

 

$

11,344

 

 

$

5,698

 

 

$

22,470

 

$

9,884

 

As of June 30, 2025, the total unrecognized compensation expense related to the Company’s stock options, unvested restricted stock and ESPP was $128.5 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years.

In August 2023, the Board approved two option grants to the new Chairman of the Board, (1) to purchase 50,000 shares of the Company’s common stock under the 2023 Plan (“first option”), and (2) to purchase 100,000 shares of the Company’s common stock outside of the 2023 Plan (“second option”), in which the shares underlying both options will vest and become exercisable in equal monthly installments over a three-year period from August 2023. The second option was contingent upon approval of the shares underlying the award by the Company’s stockholders at the 2024 Annual Meeting of Stockholders and failure to obtain stockholder approval would have resulted in the forfeiture of the award. Prior to receiving stockholder approval for the second option, neither a grant date nor a service inception date occurred, and no compensation cost was recognized for the award. In June 2024, the Company's stockholders approved the shares underlying the second option at the 2024 Annual Meeting of Stockholders. Therefore, a cumulative catch-up in equity-based compensation was recognized during the second quarter of 2024.