v3.25.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity STOCKHOLDERS' EQUITY:
Stock-Based Awards
The Company grants stock-based awards under the OraSure Technologies, Inc. Stock Award Plan, as amended (the “Stock Plan”). The Stock Plan permits stock-based awards to employees, outside directors and consultants or other third-party advisors. Awards which may be granted under the Stock Plan include qualified incentive stock options, nonqualified stock options, stock appreciation rights, restricted awards, performance awards and other stock-based awards.
As of December 31, 2025, 5,959 shares were available for future grants under the Stock Plan.
Under the terms of the Stock Plan, nonqualified stock options may be granted to eligible employees, including the Company's officers at a price not less than 75 percent of the fair market value of a share of common stock on the date of grant. The option term and vesting schedule of such awards may be either unlimited or have a specified period in which to vest and be exercised. To date, options generally have been granted with ten-year exercise periods and an exercise price not less than the fair market value on the date of grant. Options generally vest over four years, with one quarter of the options vesting one year after grant and the remainder vesting on a monthly basis over the next three years.
The fair value of each stock option was estimated on the date of the grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:
For the Years Ended December 31,
Black-Scholes Option Valuation Assumptions202520242023
Risk-free interest rate (1)
4.04  %4.14  %4.23  %
Expected dividend yield— — — 
Expected stock price volatility (2)
53  %53  %51  %
Expected life of stock options (in years) (2)
655
(1)Based on the constant maturity interest rate of U.S. Treasury securities whose term is consistent with the expected life of the Company's stock options.
(2)Based upon historical experience.
The weighted-average grant date fair value of stock options granted during the years ended December 31, 2025, 2024, and 2023 was $3.43, $3.68 and $3.24, respectively.
Compensation expense recognized in the financial statements related to stock options was $1.6 million, $1.4 million, and $1.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 (the amount by which the market price of the stock on the date of exercise exceeded the exercise price) was $0.0 thousand, $38.4 thousand, and $43.0 thousand, respectively.
The following table summarizes the stock option activity under the Stock Plan:
Options Weighted-
Average
Exercise Price
Per Share		Weighted-
Average
Remaining
Contractual
Term
(in years)		Aggregate Intrinsic Value
Outstanding on January 1, 20252,237 $8.73 
Granted1,393 3.43 
Exercised— — 
Expired(132)9.02 
Forfeited(119)4.72 
Outstanding on December 31, 20253,379 $6.68 6.97$— 
Vested or expected to vest as of December 31, 20253,376 $6.67 5.00$— 
Exercisable on December 31, 20251,655 $9.24 5.00$— 
As of December 31, 2025, there was $3.2 million of unrecognized compensation expense related to unvested option awards that is expected to be recognized over a weighted-average period of 2.6 years.
Net cash proceeds from the exercise of stock options were $— million, $0.2 million and $0.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. As a result of the Company's net operating loss carryforward position, no actual income tax benefit was realized from stock option exercises for these periods.
The following table summarizes information about stock options outstanding as of December 31, 2025:
Options OutstandingOptions Exercisable
Range of Exercise PricesNumber
Outstanding		Weighted-
Average
Remaining
Contractual
Term
(in years)		Weighted-
Average
Exercise
Price Per
Share		Number
Exercisable		Weighted-
Average
Exercise
Price Per
Share
$2.46 - $6.56
1,8558.40$4.17 382$6.00 
$7.13 - $10.69
1,1575.867.84 9078.00 
$12.90 - $19.35
3243.4214.89 32414.89 
$21.64 - $32.46
432.03$21.65 43$21.65 
3,3796.97$6.67 1,656$9.24 
The Stock Plan also permits the Company to grant restricted shares and restricted units of the Company's common stock to eligible employees, including officers, and the Company's outside directors. Generally, these shares or units are nontransferable until vested and are subject to vesting requirements and/or forfeiture, as determined by the Company's Compensation Committee or Board of Directors. The market value of these shares and units at the date of grant is recognized on a straight-line basis over the period during which the vesting restrictions lapse. Compensation cost of $6.1 million, $6.9 million and $7.6 million related to restricted shares was recognized during the years ended December 31, 2025, 2024, and 2023, respectively.
The following table summarizes restricted stock award and restricted stock units activity under the Stock Plan:
Units Weighted-
Average Grant
Date Fair
Value
Issued and unvested, January 1, 20251,694 $6.60 
Granted2,226 3.25 
Vested(1,128)6.05 
Forfeited(182)4.55 
Issued and unvested, December 31, 20252,610 $4.13 
Issued and expected to vest, December 31, 20252,610 $4.13 
As of December 31, 2025, there was $6.3 million of unrecognized compensation expense related to unvested restricted stock awards and unvested restricted stock units that is expected to be recognized over a weighted average period of 1.7 years.
In connection with the vesting of restricted shares during the years ended December 31, 2025, 2024, and 2023, the Company purchased and immediately retired 363, 617 and 262 shares with aggregate values of $1.2 million, $3.4 million and $1.4 million, respectively, in satisfaction of minimum tax withholding and exercise obligations.
The Company grants performance-based restricted stock units (“PSUs”) to certain executives. Vesting of these PSUs is dependent upon achievement of certain performance-based metrics during a three-year period, from the date of grant. Assuming achievement of each performance-based metric, the executive must also generally remain in the Company's service for three years from the grant date. Performance shares were granted based on the achievement of three-year cumulative revenue metrics with a market-based condition, or a total shareholder return modifier. PSUs are converted into shares of the Company's common stock once vested and the number of shares actually earned at the end of the performance period will vary, based on actual performance, from 0% to 150% of the target number of performance share units granted. Upon grant of the PSUs, the Company recognizes compensation expense related to these awards based on assumptions as to what percentage of each target will be achieved. The Company evaluates these target assumptions on a quarterly basis and adjusts compensation expense related to these awards, as appropriate.
Compensation cost of $2.4 million, $3.6 million and $1.8 million related to the PSUs was recognized during the years ended December 31, 2025, 2024, and 2023, respectively.
The following table summarizes PSU activity under the Stock Plan:
Units Weighted-
Average Grant
Date Fair
Value
Issued and unvested, January 1, 20251,454 $7.19 
Granted (1)
1,009 4.30 
Performance adjustment (2)
12 N/A
Vested(513)5.18 
Forfeited(181)5.93 
Issued and unvested, December 31, 20251,781 $6.24 
Issued and expected to vest, December 31, 20251,781 $6.24 
(1)Grant activity for all PSUs disclosed at target.
(2)Reflects the performance adjustment based on actual performance measured at the end of the performance period.
As of December 31, 2025, there was $3.7 million of unrecognized compensation expense related to unvested performance stock units that is expected to be recognized over a weighted average period of 1.9 years.
In connection with the vesting of performance stock units during the year ended December 31, 2025, 2024 and 2023, the Company purchased and immediately retired 201, 23, and 86 shares with aggregate values of $0.6 million, $0.2 million and $0.5 million, respectively.
Stock Repurchase Program
In March 2025, the Company's Board of Directors approved a stock repurchase program effective March 21, 2025, whereby the Company may purchase up to $40.0 million in shares of its common stock over a period of up to two years. The amount and timing of share repurchases under the program may be carried out at the discretion of the Company's management through various methods in compliance with applicable state and federal laws. For the year ended December 31, 2025, 5.3 million shares, totaling $15.0 million, were purchased and retired.