v3.26.1
Stock Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation

13. Stock Based Compensation

Stock Incentive Plans

The Company’s 2010 Stock Option Plan (the “2010 Plan”) provided for the grant of qualified incentive stock options, nonqualified stock options, and other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase the Company’s Common Stock. On December 11, 2020, the Company’s Board of Directors adopted the 2020 Stock Option Plan (the “2020 Plan”), which provided for the grant of qualified incentive stock options, nonqualified stock options, and other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase the Company’s Common Stock. Each stock option from the 2010 Plan and the 2020 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was canceled and exchanged for a stock option to purchase Allurion Common Stock based on the Exchange Ratio. The per share exercise price for each stock option was divided by the Exchange Ratio.

In connection with the closing of the Business Combination, the Company adopted the 2023 Stock Option and Incentive Plan (the "2023 Plan"), which provides for the award of stock options (both incentive and non-qualified), stock appreciation rights, restricted stock units, restricted stock awards, cash-based awards, and dividend equivalent rights. On October 15, 2025 the Board voted to amend the 2023 Plan to the Amended and Restated 2023 Equity Incentive Plan (the "Amended 2023 Plan") to increase the

aggregate number of shares of common stock issuable. The Amended 2023 Plan was approved by stockholders on December 18, 2025. As of December 31, 2025, a total of 4,066,122 shares of Allurion Common Stock are reserved for issuance under the Amended 2023 Plan. The Amended 2023 Plan provides that the number of shares reserved for issuance under the Amended 2023 Plan will automatically increase each January 1, beginning January 1, 2026 and ending January 1, 2035, by 5% of the number of fully diluted outstanding shares of Allurion Common Stock as of the immediately preceding December 31 or such lesser amount as determined by the Board and the Compensation Committee.

As of December 31, 2025, 639,471 options and RSUs were issued and outstanding under the 2010 Plan, 2020 Plan, 2023 Plan, and the Amended 2023 Plan. As of December 31, 2024, 370,272 options and RSUs were issued and outstanding under the 2010 Plan, 2020 Plan, and 2023 Plan. The stock options generally vest over a four-year period and expire 10 years from the date of grant.

Stock-based compensation expense included in the consolidated statement of operations and comprehensive loss was as follows:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Cost of revenue

 

$

34

 

 

$

30

 

Selling, general, and administrative

 

 

2,817

 

 

 

2,882

 

Research and development

 

 

295

 

 

 

144

 

Total stock-based compensation expense

 

$

3,146

 

 

$

3,056

 

 

Stock Options

The following tables summarizes the option activity under the 2010 Plan, 2020 Plan, 2023 Plan, and the Amended 2023 Plan during the year ended December 31, 2025:

 

 

Number of
Options

 

 

Weighted
Average Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

(per option)

 

 

(in years)

 

 

(in thousands)

 

Outstanding—January 1, 2025

 

 

265,772

 

 

$

58.19

 

 

 

7.4

 

 

$

 

Granted

 

 

46,504

 

 

 

1.50

 

 

 

 

 

 

 

Cancellations and forfeitures

 

 

(55,823

)

 

 

42.82

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

-

 

 

 

 

 

 

 

Outstanding— December 31, 2025

 

 

256,453

 

 

 

28.96

 

 

 

7.2

 

 

 

 

Exercisable at December 31, 2025

 

 

178,059

 

 

$

40.97

 

 

 

6.7

 

 

$

 

Total stock compensation expense related to stock option awards during the year ended December 31, 2025 was $1.9 million. As of December 31, 2025, there was approximately $2.0 million of unrecognized compensation costs related to unvested stock options granted under the 2010 Plan, 2020 Plan, 2023 Plan, and the Amended 2023 Plan, which is expected to be recognized over a weighted-average vesting term of 2.1 years. The weighted average grant-date fair value of the stock option awards granted during the years ended December 31, 2025 and 2024 was $1.50 and $32.46 per option, respectively.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model and the assumptions noted in the table below. Expected volatility for the Company’s Common Stock was determined based on an average of the historical volatility of a peer group of public companies which are similar to the Company. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted- average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The expected term of options granted to non-employees is the remaining contractual term of the award. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the expected life of the option is based upon the U.S. Treasury yield curve in effect at the time of grant.

The assumptions used in the Black-Scholes option-pricing model are as follows:

 

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Expected volatility

 

 

108.6

%

 

 

71.2

%

Risk-free interest rate

 

 

3.7

%

 

 

4.4

%

Expected dividend yield

 

 

%

 

 

%

Expected term (in years)

 

 

5.0

 

 

6.1

 

On December 18, 2025, our board of directors approved a stock option repricing (the "Option Repricing") to be effective on December 18, 2025 (the "Effective Date") in accordance with our 2023 Plan. Pursuant to the Option Repricing the exercise price of each stock option previously granted under the 2023 Plan, totaling 106,238 options, were amended to reduce the effective price of such options to $1.67 per share, the greater of the closing price of our common stock on the NYSE on the Effective Date, or the price per share of our common stock in any equity raise consummated prior to the Annual meeting. Under the terms of the Option Repricing, a repriced option will revert back to its original exercise price if, prior to the one-year anniversary of the Effective Date, (a) the option holder's employment is terminated by us with cause or by the option holder or (b) the option is exercised. The repriced options otherwise retained their existing terms and conditions as set forth in the 2023 Plan and applicable award agreements. The incremental stock compensation expense related to the Option Repricing was immaterial.

Restricted Stock Units

In December 2022, the Company issued RSUs to a member of the Board of Directors with vesting subject to both a performance-based closing condition dependent on the successful Business Combination with Compute Health and time-based vesting conditions which are fully vested as of December 31, 2025. In October 2023 and March 2024, the Company issued additional RSUs to Board of Director members and in November 2024 and May 2025, to employees and Board members, all of which vest over 2-3 years. Additionally, in April 2025, the Company issued performance share units ("PSU") to one of its employees. The PSUs granted by the Company vest in connection with the achievement of certain commercial milestones. The expense recognized for these awards is based on the probability of such achievement. The Company did not record any stock compensation expense related to employee PSUs for the year ended December 31, 2025.

The following table summarizes the restricted stock unit activity under the 2020 Plan and 2023 Plan during the year ended December 31, 2025:

 

 

Number of RSUs

 

 

Weighted
Average Grant
Date Fair Value

 

 

 

 

 

(per share)

 

Outstanding—January 1, 2025

 

 

104,500

 

 

$

30.99

 

Granted

 

 

486,590

 

 

 

2.26

 

Cancellations and forfeitures

 

 

(159,390

)

 

 

5.24

 

Vested

 

 

(48,682

)

 

 

36.47

 

Outstanding—December 31, 2025

 

 

383,018

 

 

$

4.50

 

 

Total stock compensation expense related to RSUs for the year ended December 31, 2025 was $1.2 million. As of December 31, 2025, there were $1.4 million of unrecognized compensation costs related to nonvested RSUs granted under the 2020 Plan and 2023 Plan, which is expected to be recognized over a remaining weighted-average vesting term of 3.9 years. The weighted average grant-date fair value of time-vested restricted stock units granted during the years ended December 31, 2025 and 2024 was $2.26 and $19.98 per share, respectively.

Employee Stock Purchase Plan

In connection with the closing of the Business Combination, the Company adopted the 2023 Employee Stock Purchase Plan (the "2023 ESPP"). Under the 2023 ESPP plan, substantially all employees may voluntarily enroll to purchase the Company's Common Stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or end of the offering period. An employee's payroll deductions under the 2023 ESPP are limited to 15% of the employee's compensation.

A total of 131,435 shares of the Company's Common Stock are reserved and authorized for issuance under the 2023 ESPP as of December 31, 2025. In addition, the number of shares of Common Stock available for issuance under the 2023 ESPP will automatically increase each January 1, beginning on January 1, 2024 and each January thereafter, by the lesser of (i) 1% of the fully diluted outstanding shares of our Common Stock as of the immediately preceding December 31, (ii) 64,000 shares of our Common Stock, or (iii) such lesser number of shares determined by the administrator of the 2023 ESPP. As of December 31, 2025, no shares have been issued under the 2023 ESPP.