v3.26.1
Note 8 - Stock-based Compensation
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

8.

Stock-Based Compensation

 

Stock-based compensation expense for the three months ended March 31, 2026 and 2025 was classified in the condensed consolidated statement of operations as follows (in thousands):

 

   

Three Months Ended March 31,

 
   

2026

   

2025

 
                 

Research and development

  $ 1,344     $ 807  

General and administrative

    3,729       1,707  

Total

  $ 5,073     $ 2,514  

 

As of March 31, 2026, the remaining unrecognized stock-based compensation cost from all plans to be recognized in future periods totaled $50.0 million.

 

2020 Plan

 

In June 2020, the Company’s board of directors adopted the 2020 Stock Option and Incentive Plan (the “2020 Plan”) and reserved 2.9 million shares of common stock for issuance under this plan. The 2020 Plan includes automatic annual increases. The increase on January 1, 2026 was 7.1 million shares. As of March 31, 2026, 5.1 million shares remain available for grant.

 

The 2020 Plan authorizes the board of directors or a committee of the board to grant incentive stock options, nonqualified stock options, restricted stock awards and restricted stock units ("RSUs") to eligible officers, employees, consultants and directors of the Company. Options generally vest over a period of four years and have a contractual life of ten years from the date of grant.

 

2025 Inducement Plan

 

In December 2025, the Company’s board of directors adopted the Compass Therapeutics, Inc. 2025 Inducement Plan (the “Inducement Plan”). The maximum number of shares of Stock reserved and available for issuance under the Inducement Plan is four million shares. As of March 31, 2026, a total of two million options were granted as part of the Inducement Plan to two new officers as a material inducement for those officers to join the Company.

 

Stock Options:

 

The following table summarizes the stock option activity for the 2020 Plan and 2025 Inducement Plan: 

 

           

Weighted

   

Weighted

         
   

Number of

   

Average

   

Average

   

Aggregate

 
   

Unvested

   

Exercise

   

Remaining

   

Intrinsic

 
   

Options

   

Price

   

Contractual

   

Value

 
   

(000's)

   

Per Share

   

Term (in years)

   

($000's)

 

Outstanding at December 31, 2025

    16,352     $ 3.13       6.69     $ 36,614  

Granted

    9,311     $ 5.18       9.76        

Exercised

    (2,361 )   $ 3.62             5,291  

Forfeited/canceled

        $              

Outstanding at March 31, 2026

    23,302     $ 3.90       8.40     $ 32,473  

Vested at March 31, 2026

    8,168     $ 3.31       6.82     $ 16,177  

 

For the three months ended March 31, 2026, the weighted average grant date fair value for options granted was $3.79. The intrinsic value for options vested as of March 31, 2026, was $16.2 million. As of March 31, 2026, the total unrecognized compensation cost related to outstanding options was $44.4 million, to be recognized over a weighted average period of 1.6 years.

 

For the three months ended March 31, 2025, the weighted average grant date fair value for options granted was $2.68. The intrinsic value for options vested as of March 31, 2025 was $0.4 million.

 

The weighted average assumptions used in the Black-Scholes pricing model to determine the fair value of stock options granted during the three months ended March 31, 2026 and 2025 were as follows:

 

   

Three Months Ended March 31,

 
   

2026

   

2025

 

Expected term (in years)

    6.0       6.0  

Risk-free rate

    3.84 %     4.28 %

Expected volatility

    84 %     86 %

Expected dividend yield

           

 

RSUs:

 

The following table summarizes the RSU activity for the 2020 Plan and 2025 Inducement Plan:

 

   

Shares
(000's)

   

Weighted
Average Price
Per Share

   

Weighted
Average Fair Value ($000's)

 

Unvested, December 31, 2025

    1,028     $ 2.33     $ 2,395  

Granted

    862       5.17       4,458  

Vested

    (284 )     2.81       (798 )

Forfeited or canceled

                 

Unvested, March 31, 2026

    1,606     $ 3.77     $ 6,055  

 

The weighted average price per share is the weighted grant price based on the closing market price of each of the stock grants. The weighted average fair value is the weighted average share price times the number of shares.

 

As of March 31, 2026, the remaining unrecognized compensation cost related to RSUs to be recognized in future periods totaled $5.6 million, which is expected to be recognized over a weighted average period of 1.9 years.