Common Stock

During the year ended December 31, 2025, the Company issued 338,419 shares of common stock resulting from stock option exercises, receiving gross proceeds of $432, issued 609,460 shares from the vesting of restricted stock units (“RSUs”), and issued 130,646 shares to employees pursuant to the Employee Stock Purchase Plan (“ESPP”), receiving gross proceeds of $224.

During the year ended December 31, 2024, the Company issued 1,191,117 shares of common stock resulting from stock option exercises, receiving gross proceeds of $1,597, issued 418,260 shares from the vesting of RSUs, and issued 140,046 shares to employees pursuant to the ESPP, receiving gross proceeds of $459.

Preferred Stock

The Company’s certificate of incorporation authorizes 5,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2025 and 2024, no shares of preferred stock were issued or outstanding.

Stock Incentive Plans

The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards to employees, officers, and directors of the Company and to other individuals as determined by the Board of Directors.

In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock unit awards, (v) performance awards, and (vi) other awards only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. The Board of Directors reserved 2,500,000 shares for issuance under the Inducement Plan. As of December 31, 2025, options to purchase 193,242 shares remain outstanding under the Inducement Plan.

In May 2022, the Company’s Board of Directors adopted, and in June 2022 the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan.

Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual Meetings of Stockholders held on June 18, 2025, June 11, 2024 and June 22, 2023, the Company’s stockholders voted to reserve an additional 2,950,000, 2,300,000 and 6,069,000 shares, respectively, for issuance pursuant to future awards under the 2022 Plan.

At December 31, 2025 and 2024, there were 8,413,000 and 6,946,000 shares, respectively, available to be issued under the 2022 Plan.

Stock Option Activity

A summary of stock option activity for the years ended December 31, 2025 and 2024 is as follows:

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The weighted-average fair value of the options granted during the years ended December 31, 2025 and 2024 was estimated to be $1.72 and $2.26, respectively.

The value of a stock option is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2025, total unrecognized compensation expense for outstanding stock options was $4,044, which will be recognized over the next 2.3 years.

During the year ended December 31, 2025, in accordance with their termination, the Company approved modifications for two individuals to accelerate the vesting of, and extend the post-termination exercise period for. options for varying periods up to the original expiration date of the option.  As a result, the Company recognized additional stock based compensation expense of $1,163 recorded within general and administrative expenses.

Restricted Stock Unit Activity

During the years ended December 31, 2025 and 2024, the Company issued RSUs under the 2022 Plan. Each RSU represents the contingent right to receive one share of common stock.

A summary of RSU activity for the years ended December 31, 2025 and 2024 is as follows:

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The value of an RSU is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2025, total unrecognized compensation expense for outstanding RSUs was $4,324, which will be recognized over the next 2.5 years.

Performance Stock Units (“PSUs”)

During the year ended December 31, 2025 and 2024, the Company awarded 554,938 and 550,838 PSUs to certain members of management and executive officers. The PSU awards represent a number of shares of common stock to be earned if a target level of performance, as approved by the Board of Directors, is achieved. The performance period continues through December 31, 2027 for the PSUs awarded during the year ended December 31, 2025 and December 31, 2026 for the PSUs awarded during the year ended December 31, 2024. The actual number of shares of common stock underlying the PSUs to be earned will be between 0% and 125% of the target number of PSUs, depending on the level of achievement of such performance metrics. The weighted-average fair value of the PSUs granted was $3.29 and $4.31 per PSU, for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company determined that it was probable that 0% and 100%, respectively, of PSUs will be awarded. The change in probability assessment was based on updated expectations regarding achievement of the applicable performance conditions. As a result, during the year ended December 31, 2025, the Company reversed $794 of compensation expense that was previously recorded during the year ended December 31, 2024 related to the PSUs in accordance with ASC 718.

Employee Stock Purchase Plan

The Company commenced offerings under the MaxCyte, Inc. 2021 ESPP beginning with its first purchase period in May 2023. The ESPP allows eligible employees to purchase a number of shares of the Company’s Common Stock up to a maximum of 15% of the employee’s earnings during the Purchase Period subject to certain limitations. The purchase price will be the lesser of 85% of the fair market value of shares on the beginning of each Purchase Period or on the Purchase Date (i.e., the last day of the Purchase Period). Purchase periods are generally six months in length.

For the years ended December 31, 2025 and 2024, the Company recognized $89 and $162, respectively, in compensation expense related to the ESPP. As of December 31, 2025, total unrecognized compensation expense related to the ESPP was $18, which will be recognized over the next 0.4 years.

Stock-based Compensation Expense

Stock-based compensation expense recognized in connection with stock options, RSUs, PSUs and the ESPP for the years ended December 31, 2025 and 2024 was classified as follows on the consolidated statements of operations:

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