v3.25.4
Equity-Based Compensation
12 Months Ended
Dec. 31, 2025
Equity-Based Compensation  
Equity-Based Compensation

10. Equity-Based Compensation

Equity Plans

As of December 31, 2025, the Company has four active equity plans, the 2018 Stock Option and Incentive Plan (the “2018 Plan”), the 2017 Stock Option and Incentive Plan (the “2017 Plan”), the 2018 Employee Stock Purchase Plan (the “2018 ESPP”) and the 2022 Inducement Equity Plan (the “2022 Inducement Plan”).

2018 Stock Option and Incentive Plan

The 2018 Plan has replaced the 2017 Plan as no additional awards will be granted under that plan following the consummation of the Initial Public Offering (“IPO”).

The 2018 Plan provides for the grant of equity-based incentive awards, including incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards and restricted stock units to the Company’s officers, employees, directors and other key persons (including consultants). Stock options and restricted stock units granted under the 2018 Plan to employees generally vest over four years. The shares of common stock underlying any awards that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan.

The 2018 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Board of Directors or compensation committee (the “Annual Increase”). These limits are subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization.

2017 Stock Option and Incentive Plan

The 2017 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards and restricted stock units. Stock options granted under the 2017 Plan to employees generally vest over four years. The Company no longer issues grants from the 2017 Plan. The shares of common stock underlying any awards that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2017 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan.

2018 Employee Stock Purchase Plan

At December 31, 2025 there were 2,550,305 shares available to grant under the 2018 ESPP and no shares had been issued. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2019 through January 1, 2028, by the lesser of (i) 353,614 shares of common stock, (ii) 1% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the 2018 ESPP administrator. The number of shares reserved under the 2018 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization.

2022 Inducement Equity Plan

The 2022 Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards and dividend equivalent rights to individuals that were not previously an employee or director of the Company or individuals returning to employment after a bona fide period of non-employment with the Company. Stock options and restricted stock units granted under the 2022 Inducement Plan to employees generally vest over four years. The shares of common stock underlying any awards that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2022 Inducement Plan will be added back to the shares of common stock available for issuance under the 2022 Inducement Plan. The 2022 Inducement Plan was approved for 1,000,000 shares of common stock in June 2022. Since its inception and through December 31, 2025, an additional 6,000,000 shares of common stock have been authorized for issuance under the 2022 Inducement Plan.

Total Equity-Based Compensation Expense

The Company recorded equity-based compensation expense related to all equity-based awards, which was allocated as follows in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024 (in thousands):

Year Ended

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Research and development expense

$

20,676

$

16,002

General and administrative expense

 

54,924

 

20,626

$

75,600

$

36,628

During the year ended December 31, 2025, the Company entered into separation agreements with five employees. Per the separation terms, certain stock option awards and RSUs were amended and may provide for continued vesting, accelerated vesting, and extended time to exercise vested options. As a result, equity-based compensation expense during the year ended December 31, 2025 includes $13.5 million related to the modification of certain equity awards. No equity modifications occurred during the year ended December 31, 2024.

The following table summarizes the Company’s unrecognized equity-based compensation expense as of December 31, 2025:

As of December 31, 2025

Unrecognized Expense (in thousands)

  ​ ​ ​

Weighted Average Remaining Period of Recognition (years)

RSUs

$

66,347

2.6

Performance stock units (“PSUs”)

17,593

3.3

Stock options

69,722

2.7

$

153,662

Restricted Stock Units

The following table summarizes the Company’s RSU activity for the current year:

Weighted

Average Grant

  ​ ​ ​

Number of Units

  ​ ​ ​

Date Fair Value

RSUs as of December 31, 2024

 

3,486,668

$

13.86

Granted

 

2,204,642

$

34.14

Vested

 

(1,331,907)

$

13.89

Forfeited

 

(1,075,464)

$

19.84

RSUs as of December 31, 2025

 

3,283,939

$

25.50

The total fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $49.5 million and $9.7 million, respectively.

Performance Stock Units

The following table summarizes the Company’s PSU activity for the current year:

Weighted

Average Grant

  ​ ​ ​

Number of Units

  ​ ​ ​

Date Fair Value

PSUs as of December 31, 2024

 

$

Granted

 

1,100,000

$

28.63

PSUs as of December 31, 2025

 

1,100,000

$

28.63

In April 2025, the Company granted PSUs to certain employees. The fair value of the PSUs are estimated using a Monte Carlo simulation model. The Monte Carlo simulation model requires key inputs for risk-free interest rate, dividend yield and volatility. The number of PSUs granted represents the target number of units that are eligible to vest based on the Company’s common stock achieving certain price targets and time-based vesting over four years. The Company concluded that issued PSUs are equity-based awards and include market and service-based vesting conditions. Participants may ultimately earn up to 250% of the target number of units granted based on the degree of actual performance metric achievement.

No PSUs vested during the year ended December 31, 2025.

Stock Options

The following table summarizes the Company’s stock option activity for the current year:

Weighted

Weighted

Average

Number of 

Average

Remaining

Aggregate

  ​ ​ ​

Shares

  ​ ​ ​

Exercise Price

  ​ ​ ​

Contractual Term

  ​ ​ ​

Intrinsic Value

(in years)

(in thousands)

Outstanding as of December 31, 2024

 

8,469,926

$

15.19

7.83

$

244,677

Granted

 

2,804,296

$

34.23

Exercised

(1,860,105)

$

12.80

Cancelled

 

(1,568,657)

$

22.70

Outstanding as of December 31, 2025

 

7,845,460

$

21.06

6.72

$

185,525

Options exercisable as of December 31, 2025

 

4,125,011

$

16.48

4.93

$

118,791

Using the Black-Scholes option pricing model, the weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $28.72 and $11.79, respectively.

The following weighted average assumptions were used in determining the fair value of options granted in the years ended December 31, 2025 and 2024:

Year Ended

December 31, 

2025

  ​ ​ ​

2024

Risk-free interest rate

4.06

%  

4.09

%

Expected dividend yield

0.0

%  

0.0

%

Expected term (in years)

6.07

6.01

Expected volatility

108.28

%  

92.30

%