In July 2016, the Company commenced administration of the ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, or ESPP. Under the ESPP, participants can purchase shares of common stock at a 15% discount on the lowest share price on the first day of the purchase period or the last day of the purchase period.

During the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the ESPP. Subject to adjustment, the Amended and Restated ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, or Amended and Restated ESPP, authorized the issuance of an additional 500,000 shares.

During the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the Amended 2022 Stock Plan (such amendment, the “2025 Stock Plan Amendment”, and the Amended 2022 Stock Plan, after giving effect to the 2025 Stock Plan Amendment, the “Second Amended 2022 Stock Plan”). The 2025 Stock Plan Amendment authorized the issuance of an additional 750,000 shares pursuant to the Second Amended 2022 Stock Plan. As of March 31, 2026, approximately 1.3 million shares of common stock were available for issuance under the Second Amended 2022 Stock Plan.

Outstanding stock options granted to employees and consultants generally vest over a period of four years and have 10-year contractual terms. Outstanding stock options granted to non-employee directors generally vest over a period of one to four years and have 10-year contractual terms. There were no grants of stock options during fiscal 2026 or 2025.

From time to time, stock options are granted to employees through an inducement grant outside of the Second Amended 2022 Stock Plan to induce prospective employees to accept employment with the Company (the “Inducement Grants”). The options are granted at an exercise price equal to the fair market value of a share of common stock on the respective grant date and are generally exercisable in four equal annual installments beginning on the first anniversary of the respective grant date. The grants are made pursuant to inducement grants outside of the Company’s stockholder approved equity plan as permitted under the Nasdaq Stock Market listing rules. No Inducement Grants were issued to employees in fiscal 2026 or 2025.

Restricted stock awards (“RSAs”) granted to employees generally vest over a period of four years. RSAs granted to non-officer directors generally vest over a period of one year. During the vesting period, the recipient of the RSA has full voting rights as a stockholder and would receive dividends, if declared, even though the restricted stock remains subject to transfer restrictions and will generally be forfeited upon termination of the officer prior to vesting. The fair value of each RSA is based on the market value of the Company’s stock on the date of grant. Upon vesting, unrestricted shares of common stock are delivered to employees and directors.

Restricted stock units (“RSUs”) are typically granted to international employees of the Company under the Amended 2022 Stock Plan, and generally vest over a period of four years. Each RSU will entitle the recipient to receive one unrestricted share of common stock upon vesting. The fair value of each RSU is based on the market value of the Company’s stock on the date of grant. The Company began granting RSUs to certain employees during the year ended 2025.

Awards may also be issued in the form of performance stock units (“PSUs”). PSUs represent the right to receive a number of shares of Company common stock, contingent upon the achievement of specified performance objectives during a specified performance period. PSUs granted to date vest over a three-year performance period. The Company has granted PSUs on February 26, 2026 (“2026 PSUs”), February 12, 2025, February 14, 2024, and February 28, 2023 (“2023 PSUs”).

On February 26, 2026, as part of the Company’s equity compensation program, the Company granted 65,851 2026 PSUs to employees and officers of the Company under the Second Amended 2022 Stock Plan (including 61,684 PSUs to officers of the Company). Of these 2026 PSUs, 50% were market performance-based restricted stock units (“MPRSUs”), vesting of which is contingent upon the Company meeting certain total shareholder return (“TSR”) levels as compared to a select peer group over the three years starting January 1, 2026, and 50% were performance based restricted stock units (“PRSUs”), vesting of which is contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the three years starting January 1, 2026. The MPRSUs and PRSUs are also subject to the recipient’s continued employment or service through December 31, 2028. The related share-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized ratably over the vesting term.

The estimated grant date fair value per share of the MPRSUs was $111.22 and was calculated using a Monte Carlo simulation model. These MPRSUs are included at 100% of the estimate number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.

The estimated grant date fair value per share of the PRSUs was $77.15 based on the closing price of the stock on the date of grant. These PRSUs are included at 100% of the estimated number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.

As described above, performance for the 2026 PSUs will be measured over a three-year performance period from January 1, 2026 through December 31, 2028 and will cliff-vest contingent upon the achievement of specified performance objectives. Both the MPRSUs and the PRSUs have a maximum potential to vest at 200%. At each reporting period, the Company analyzes progress on the performance goals to assess the likelihood of achievement.

The 2023 PSUs vested on February 11, 2026. Of the 2023 PSUs, 50% were PRSUs, the vesting of which was contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the three years starting January 1, 2023, and the remaining 50% were MPRSUs, the vesting of which was contingent on the Company meeting certain relative TSR levels as compared against the constituents of the S&P 600 Pharmaceuticals, Biotechnology and Life Sciences Index.

Performance of the Company was measured from January 1, 2023 to December 31, 2025. The MPRSUs and PRSUs exceeded the maximum growth rates as defined in the award agreements, resulting in a 200% multiplier. The 2023 PSUs were included at 100% of the estimated number of shares at the end of the three-year performance period in the table below. As a result of the achievement of the 200% target of the MPRSUs and PRSUs, an additional amount of 79,600 2023 PSUs were granted, and a total of 159,200 2023 PSUs were vested, and are reflected in the table below in “Granted” and “Options Exercised/RSAs and PSUs Vested,” respectively.


(in thousands)	Options	PSUs	RSAs		RSUs
Outstanding/Unvested at December 31, 2025	351	230	1,537		22
Granted	—	145	523		21
Options Exercised/RSAs and PSUs Vested	(13)	(159)	(495)	(1)	—
Forfeited	—	—	(35)		—
Outstanding/Unvested at March 31, 2026	338	216	1,530		43

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(1)Includes 260,000 shares purchased from employees to cover employee income taxes related to income earned upon vesting of restricted stock. The shares purchased are held in treasury and the $19.8 million total purchase price for the shares is included in Treasury stock in the accompanying unaudited condensed consolidated balance sheets.

The following table summarizes stock-based compensation expense incurred for ESPP expense, stock options, restricted stock awards, restricted stock units, performance-based restricted stock units, and Inducement Grants included in the accompanying unaudited condensed consolidated statements of operations: