v3.26.1
Stock-based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation

Note 9. Stock-based compensation

 

In July 2021, the Company’s board of directors adopted and the Company’s stockholders approved the Company’s 2021 Incentive Award Plan (the 2021 Plan), which became effective in connection with the IPO. Upon the adoption of the 2021 Plan, the Company ceased making equity grants under its 2018 Equity Incentive Plan (the 2018 Plan). Under the 2021 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock or cash-based awards to individuals who are then employees, officers, directors or non-employee consultants of the Company. A total of 15,150,000 shares of common stock were initially reserved for issuance under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan may be increased annually on the first day of each calendar year during the term of the 2021 Plan, beginning in 2022, by an amount equal to the lesser of (i) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors. As of March 31, 2026, there were 16,010,142 stock-based awards available for future grant under the 2021 Plan.

 

Subsequent to July 2021, no further awards will be granted under the 2018 Plan and all future stock-based awards will be granted under the 2021 Plan. To the extent outstanding options or restricted stock granted under the 2018 Plan are cancelled, forfeited, repurchased, or otherwise terminated without being exercised or becoming vested, and would otherwise have been returned to the share reserve under the 2018 Plan, the number of shares underlying such awards will be available for future grant under the 2021 Plan.

 

Options granted are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. Stock options generally vest over a four-year term. The exercise price of each option shall be determined by the Company’s board of directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. For holders of more than 10% of the Company’s total combined voting power of all classes of stock, incentive stock options may not be granted at less than 110% of the fair market value of the Company’s common stock on the date of grant and for a term that exceeds five years. Early exercise was permitted for certain grants under the 2018 Plan.

Stock options

 

A summary of the Company’s stock option activity under the 2021 Plan and 2018 Plan is as follows (in thousands, except share and per share data and years):

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Weighted-

 

 

average remaining

 

 

Aggregate

 

 

 

 

 

 

average

 

 

contractual

 

 

intrinsic

 

 

 

Shares

 

 

exercise price

 

 

term (years)

 

 

value

 

Outstanding at December 31, 2025

 

 

47,461,519

 

 

$

3.24

 

 

 

7.55

 

 

$

61,659

 

Granted

 

 

11,722,459

 

 

 

10.26

 

 

 

 

 

 

 

Exercised

 

 

(772,812

)

 

 

2.53

 

 

 

 

 

 

 

Canceled

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2026

 

 

58,411,166

 

 

$

4.66

 

 

 

7.83

 

 

$

672,786

 

Options exercisable at March 31, 2026

 

 

28,705,543

 

 

$

4.18

 

 

 

6.68

 

 

$

344,377

 

The weighted-average grant date fair value of options granted for the three months ended March 31, 2026 and 2025 was $7.27 and $1.26, respectively. As of March 31, 2026, the unrecognized compensation cost related to unvested stock option grants was $106.4 million and is expected to be recognized as expense over approximately 2.75 years. The intrinsic value of the options exercised for the three months ended March 31, 2026 and 2025 was $4.1 million and $74,000, respectively.

 

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows:

 

 

 

Three Months Ended March 31,

 

 

2026

 

2025

Risk-free interest rate

 

3.72%-3.94%

 

4.02%-4.43%

Expected volatility

 

73.54%-79.72%

 

79.48%-80.80%

Expected term (in years)

 

5.28-6.08

 

5.28-6.08

Expected dividend yield

 

--%

 

--%

Effective May 21, 2024, and in accordance with the terms of the 2021 Plan, the Company's board of directors approved a stock option repricing (the Option Repricing) whereby the exercise price of each Repriced Option (as defined below) was reduced to $2.35 per share, the closing stock price on May 21, 2024. For purposes of the Option Repricing, “Repriced Options” are 7,478,918 outstanding stock options as of May 21, 2024 (vested and unvested) granted under the 2021 Plan and held by those eligible employees of the Company identified by the Company's board of directors, excluding the Company’s Section 16 officers (the Chairman and Chief Executive Officer, the Chief Financial Officer and Chief Business Officer, the Chief Medical Officer, and the Chief Legal Officer) and the Company's board of directors.

 

To the extent a Repriced Option is exercised prior to the Premium End Date (as defined below), the eligible employee will be required to pay the original exercise price per share of the Repriced Options in connection with any exercise of the Repriced Option. The “Premium End Date” means the earliest of (i) May 21, 2026; (ii) the date of a change in control of the Company; (iii) the date of the eligible employee’s death or disability; or (iv) the date of the eligible employee’s termination without cause, provided that such termination without cause occurs after May 21, 2025. Except for the reduction in the exercise prices of the Repriced Options as described above, the Repriced Options will retain their existing terms and conditions as set forth in the 2021 Plan and the applicable award agreements. All repriced options will retain their original vesting schedule.

 

The Option Repricing resulted in $1.1 million of incremental cost, which was calculated using the Black-Scholes option pricing model, of which $559,000 of the incremental cost will be recognized on a straight-line basis through the Premium End Date, and $558,000 of the incremental cost will be recognized on a straight-line basis over the greater of the period through the Premium End Date or the remaining service period. The incremental cost is included in general and administrative expense and research and development expense on the condensed consolidated statements of operations and comprehensive loss.

Employee stock purchase plan

 

In July 2021, the Company’s board of directors adopted and the Company’s stockholders approved the Company's 2021 Employee Stock Purchase Plan (the ESPP), which became effective in connection with the IPO. The ESPP permits participants to contribute up to a specified percentage of their eligible compensation during a series of offering periods of 24 months, each comprised of four six-month purchase periods, to purchase the Company’s common stock. The purchase price of the shares will be 85% of the fair market value of the Company’s common stock on the first day of trading of the applicable offering period or on the applicable purchase date, whichever is lower. A total of 1,260,000 shares of common stock was initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP may be increased annually on the first day of each calendar year during the term of the ESPP, beginning in 2022, by an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors.

 

The Company recognized stock-based compensation expense related to the ESPP of $186,000 and $214,000 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the unrecognized compensation cost related to the ESPP was $891,000 and is expected to be recognized as expense over approximately 1.24 years. As of March 31, 2026 and December 31, 2025, $464,000 and $67,000 has been withheld on behalf of employees for future purchase under the ESPP, respectively, and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. No shares were issued and sold under the ESPP during the three months ended March 31, 2026 and 2025.

Stock-based compensation expense

 

The allocation of stock-based compensation for all stock awards was as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Research and development

 

$

4,170

 

 

$

3,117

 

General and administrative

 

 

4,290

 

 

 

3,596

 

Total

 

$

8,460

 

 

$

6,713