v3.25.4
Stock-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

8. Stock-Based Compensation

2022 Plan

The 2022 Plan provides for the Company to grant incentive stock options (“ISO”) or non-qualified stock options, unrestricted stock awards, restricted stock awards and restricted stock units (collectively, the “Awards”) to the employees, directors, and consultants of the Company. The 2022 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated.

The remaining shares reserved for issuance under the 2022 Plan ceased to be available for issuance at the time that the 2024 Plan became effective. There will be no further awards granted under the 2022 Plan, but all outstanding awards under the 2022 Plan will continue to be governed by their existing terms.

Subsequent to the effectiveness of the 2024 Plan, the shares of common stock underlying any awards under the 2022 Plan that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) and shares withheld upon exercise of an option or settlement of an award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under the 2024 Plan.

2024 Plan

In May 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 Plan, which became effective in June 2024. The 2024 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The 2024 plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares initially reserved for issuance under the 2024 Plan is 3,814,618 shares. In addition, the number of shares reserved and available for issuance under the 2024 Plan will automatically increase on January 1, 2025 and each January 1 thereafter, by five percent 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 compensation committee. As of December 31, 2025, there have been 115,875 stock-based awards cancelled under the 2022 Plan from which the underlying shares were added to the shares reserved under the 2024 Plan. As of December 31, 2025, the Company had 1,839,709 shares remaining available for future grants.

The shares of common stock underlying any awards under the 2024 Plan and the 2022 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2024 Plan.

2024 ESPP

In May 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 ESPP, which became effective in June 2024. The 2024 ESPP initially reserved and authorized the issuance of up to a total of 324,243 shares of the Company’s common stock to participating employees. The 2024 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2025 and each January 1 thereafter through January 1, 2034, by the lesser of (i) 648,486 shares of common stock, (ii) one percent of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2024 ESPP. On January 1, 2026, the annual increase resulted in no additional shares being reserved and authorized pursuant to the 2024 ESPP as determined by the administrator. The number of shares reserved under the 2024 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. As of December 31, 2025, the Company had 690,045 shares reserved for the 2024 ESPP.

As of December 31, 2025, the Company has not issued shares under the 2024 ESPP.

Stock Option Valuation

The fair value of each stock option grant was estimated on the grant date using the Black-Scholes option-pricing model. The Company historically had been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted:

 

 

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2025

 

2024

Expected volatility

 

82.30% - 90.25%

 

83.80% - 99.30%

Risk-free interest rate

 

3.77% - 4.43%

 

3.55% - 4.48%

Expected dividend yield

 

0.00%

 

0.00%

Expected term (in years)

 

6.00

 

5.85 - 6.08

Fair value of common stock

 

$7.15 - $28.55

 

$6.34 - $26.90

Stock Options

The Company has granted stock options with service-based vesting conditions. Stock options generally vest over four years and have a maximum term of ten years. Prior to the IPO, the Company typically granted stock options to employees and non-employees at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant. Subsequent to the IPO, exercise prices are determined by the closing price of the Company’s stock on the date of the grant. The following table summarizes the Company’s stock option activity for the year ended December 31, 2025:

 

 

Number of
Shares

 

 

Weighted-
Average
Exercise
Price per
share

 

 

Weighted-
Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Balance at December 31, 2024

 

 

4,189,746

 

 

$

10.02

 

 

 

9.19

 

 

$

34,324

 

Granted

 

 

2,522,420

 

 

 

15.56

 

 

 

 

 

 

Exercised

 

 

(192,864

)

 

 

6.98

 

 

 

 

 

 

 

Forfeited

 

 

(231,825

)

 

 

12.80

 

 

 

 

 

 

 

Options outstanding at December 31, 2025

 

 

6,287,477

 

 

$

12.23

 

 

 

8.62

 

 

$

113,839

 

Options vested and exercisable at December 31, 2025

 

 

2,035,935

 

 

 

10.22

 

 

 

8.32

 

 

 

40,955

 

Options vested and expected to vest at December 31, 2025

 

 

6,287,477

 

 

$

12.23

 

 

 

8.62

 

 

$

113,839

 

 

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $11.41 per share and $11.35 per share, respectively. As of December 31, 2025, there was $43.1 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a remaining weighted average period of 2.5 years.

Restricted Stock Awards (“RSA”)

The Company has awarded restricted stock both under the 2022 Plan as well as outside of the 2022 Plan.

Service-Based RSAs

The majority of the RSAs have service-based vesting conditions and vest over a period from immediately to four years. Compensation expense is recognized on a straight-line basis over the requisite service period.

The following table summarizes the Company’s service-based RSA grant activity for the year ended December 31, 2025:

 

 

RSAs

 

 

Weighted-
Average Grant
Date Fair Value

 

Unvested shares at December 31, 2024

 

 

976,596

 

 

$

3.69

 

Granted

 

 

 

 

 

 

Vested

 

 

(513,038

)

 

 

3.56

 

Forfeited

 

 

(51,725

)

 

 

3.14

 

Unvested shares at December 31, 2025

 

 

411,833

 

 

$

3.94

 

 

The aggregate intrinsic fair value of service-based RSAs that vested during the years ended December 31, 2025 and 2024, was $8.9 million and $10.1 million, respectively. As of December 31, 2025, there was $1.5 million of total unrecognized compensation cost related to unvested service-based RSAs, which is expected to be recognized over a remaining weighted average period of 1.2 years.

Performance-Based RSAs

The Company has also granted performance-based RSAs to certain employees and directors with a vesting commencement date contingent upon the subsequent closing of the Company’s Series A convertible preferred stock financing. Share-based compensation expense associated with the performance-based RSAs is recognized if the performance condition is considered probable of achievement. The vesting of the performance-based RSAs is also subject to grantees’ continued service until the 4th anniversary date of the closing of a subsequent financing. In February 2023, the existing Series A convertible preferred stock investors waived the second and third tranche milestones and the Company closed on the sale of its second and third tranches of Series A convertible preferred stock. As a result, the performance condition was deemed to be met.

The following table summarizes the Company’s performance-based RSA grant activity for the year ended December 31, 2025:

 

 

RSAs

 

 

Weighted-
Average Grant
Date Fair Value

 

Unvested shares at December 31, 2024

 

 

444,235

 

 

$

3.63

 

Granted

 

 

 

 

 

 

Vested

 

 

(190,042

)

 

 

3.69

 

Forfeited

 

 

(41,216

)

 

 

2.92

 

Unvested shares at December 31, 2025

 

 

212,977

 

 

$

3.72

 

 

The aggregate intrinsic fair value of performance-based RSAs that vested during the years ended December 31, 2025 and 2024 was $3.3 million and $3.4 million, respectively. The aggregate intrinsic value of restricted stock awards is calculated as the positive difference between the prices paid, if any, of the restricted stock awards and the fair value of the Company’s common stock.

 

As of December 31, 2025, there was $0.1 million of total unrecognized compensation cost related to unvested performance-based restricted common stock, which is expected to be recognized over a remaining weighted average period of 0.8 years.

Performance-Based Restricted Stock Units (“PSUs”)

In December 2024, the Company granted 95,500 performance-based restricted stock units (“PSUs”) to certain employees. Each PSU represents a right to receive one share of the Company’s Common Stock when it becomes vested. The PSUs will vest in two equal tranches over two performance periods starting on the grant date and ending, respectively, on December 31, 2025, and December 31, 2026, subject to the satisfaction of both service and performance conditions specifically defined for each

performance period and each PSU award. The performance conditions are related to the achievement of certain program milestones in the Company’s drug discovery and development process. The grant-date fair value of the PSUs were $21.56.

In December 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved a modification of the vesting schedules related to two PSU awards. The first tranche of the original vesting schedules vested upon achievement of two separate milestones. The first tranche of these awards was modified to split into two separate tranches, with one milestone to be achieved for each tranche, both vesting on December 31, 2025.

Also in December 2025, the Compensation Committee confirmed the achievement of certain performance milestones for the first tranche of the PSUs granted in December 2024 related to the achievement of certain drug discovery and development milestones in 2025, with 34,750 PSU shares vesting on December 31, 2025, and also confirmed there were certain milestones for the first tranche that were not achieved, resulting in the forfeiture of 13,000 PSU awards. For the twelve months ended December 31, 2025, the Company recognized $0.9 million compensation expense in connection with the PSUs.

As of December 31, 2025, the unrecognized compensation expenses associated with the PSUs were $1.0 million.

Stock-Based Compensation

The Company recorded stock-based compensation expense for stock options of $15.7 million and $7.4 million in the years ended December 31, 2025 and 2024, respectively. The Company recorded stock-based compensation expense for RSAs of $2.2 million and $2.8 million in the years ended December 31, 2025 and 2024, respectively. The Company recorded stock-based compensation expense for PSUs of $0.9 million and zero in the years ended December 31, 2025 and 2024, respectively. The following table below summarizes the classification of the Company’s stock-based compensation expense in the consolidated statements of operations and comprehensive loss (in thousands):

 

 

For the Twelve Months
Ended December 31,

 

 

2025

 

 

2024

 

General and Administrative

 

$

11,571

 

 

$

6,190

 

Research and Development

 

 

7,284

 

 

 

4,045

 

 

$

18,855

 

 

$

10,235