Equity Incentive Plans

The Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) was approved by the Company’s stockholders on June 13, 2017, and subsequently amended most recently on June 18, 2026. On June 18, 2026, the Company’s stockholders approved a seventh amendment and restatement of the 2017 Plan increasing the number of shares by 350,000 shares from 5,760,000 shares to 6,110,000 shares. The 2017 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock awards, performance restricted stock units (“PSUs”), restricted stock units (“RSUs”), total shareholder return options (“TSRs”) and performance options that may be settled in cash, stock, or other property. In accordance with the 2017 Plan approved by the Company’s stockholders, including the amendments thereto, each share award other than stock options or SARs will reduce the number of total shares available for grant by two shares. Subject to adjustment for specified types of changes in the Company’s capitalization, no more than 6.1 million shares of common stock may be issued under the 2017 Plan. There were 0.6 million shares available for future grant at June 30, 2026, under the 2017 Plan.

The Anika Therapeutics, Inc. 2021 Inducement Plan (the “Inducement Plan”) was adopted by the Company’s board of directors on November 4, 2021, and subsequently amended on December 22, 2023 and May 2, 2024. On May 2, 2024, the Company’s board of directors approved an amendment to the Inducement Plan increasing the number of shares by 100,000 shares. The Inducement Plan reserves 350,000 shares of common stock for issuance pursuant to equity-based awards granted under the Inducement Plan. Such awards may be granted only to an individual who was not previously the Company’s employee or director with the Company. The Inducement Plan provides for the grant of awards under terms substantially similar to the 2017 Plan (as amended). Subject to adjustment for specified types of changes in the Company’s capitalization, no more than 350,000 shares of common stock may be issued under the Inducement Plan. There were 0.1 million shares available for future grant at June 30, 2026 under the Inducement Plan.

The Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board of directors on March 17, 2021, and approved by the Company’s stockholders on June 16, 2021, and subsequently amended on June 18, 2026. On June 18, 2026, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of common stock reserved for issuance by 200,000 shares, from 200,000 shares to 400,000 shares. Subject to adjustment for specified types of changes in the Company’s capitalization, no more than 400,000 shares of common stock may be issued under the ESPP. There were 0.2 million shares available for future purchase at June 30, 2026, under the ESPP.

The Company may satisfy share-settled awards upon exercise, or upon fulfillment of the vesting requirements for other equity-based awards, with either newly issued shares or shares reacquired by the Company. Stock-based awards are granted with an exercise price equal to or greater than the market price of the Company’s stock on the date of grant. Awards contain service conditions or service and performance conditions, and they generally become exercisable ratably over three years with a maximum contractual term of ten years.

The Company presents the expenses related to stock-based compensation awards in the same expense line items as cash compensation paid to each of its employees as follows (in thousands):

Stock Options and Stock Appreciation Rights

Stock options and stock appreciation rights (“SARs”) are granted to purchase common shares at prices that are equal to the fair market value of the shares on the date the options/SARs are granted or, in the case of premium options, are granted with an exercise price at 110% of the market price of the Company’s common stock on the date of grant. Stock options entitle the holder to purchase common shares, while SARs provide the right to receive the appreciation in the value of the Company’s common stock over the grant price, that can be settled in shares or cash at the Company’s election. Options and SARs generally vest in equal annual installments over a period of three years and expire 10 years after the date of grant. The grant-date fair value of stock options and SARs is recognized as compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period.

The following summarizes the activity under the Company’s stock option and SARs plans:

There was 833 stock options exercised during the six-month period ended June 30, 2026. The aggregate intrinsic value of stock options exercised for the six-month period ended June 30, 2026, and 2025 was immaterial.

The Company granted 476,221 SARs during the six months ended June 30, 2026, which can be settled in cash or stock at the Company’s election. The Company uses the Black-Scholes pricing model to determine the fair value of options granted. The calculation of the fair value of stock options is affected by the stock price on the grant date, the expected volatility of the Company’s common stock over the expected term of the award, the expected life of the award, the risk-free interest rate and the dividend yield.

Listed below are the assumptions used in the Black-Scholes pricing model for options and SARs granted during the six months ended June 30, 2026. 

The assumptions were as follows:

As of June 30, 2026, there was $2.9 million of unrecognized compensation related to unvested stock options and SARs. This expense is expected to be recognized over a weighted average period of 2.0 years.

Restricted Stock Units

RSUs generally vest in equal annual installments over a three-year period. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company determines the fair value of RSUs based on the closing price of its common stock on the date of grant.

RSU activity for the six-month period ended June 30, 2026, was as follows:

The weighted-average grant-date fair value per share of RSUs granted was $13.10 and $14.15 for the six-month periods ended June 30, 2026, and 2025, respectively. The total fair value of RSUs vested was $7.4 million and $6.7 million for the six-month periods ended June 30, 2026, and 2025, respectively. As of June 30, 2026, there was $11.4 million of unrecognized compensation cost related to time-based RSUs, which was expected to be recognized over a weighted-average period of 2.2 years.

The Company’s annual grants of RSU awards in March 2025 and 2026 can be settled at vesting in cash or shares at the Company’s election. The Company has recorded these RSUs as a liability due to the expectation that the Company will settle the vesting of these RSU awards in cash due to a potential shortage of shares in the 2017 Plan at the time of vesting. As a result, these RSUs will be subject to change in value at the time of each reporting period. The first tranche of the March 2025 RSU awards, 310,710 shares, vested in March 2026 and were settled in shares. As of June 30, 2026, the Company had 809,362 RSU shares outstanding for which a liability of $2.5 million was recorded in Accrued Expenses and Other Liabilities and there is unrecorded compensation cost of $10.2 million which is to be recognized over a weighted-average period of 2.3 years.

Performance Stock Units (“PSUs”)

PSU activity for the six-month period ended June 30, 2026, was as follows:

There were no PSUs granted in the six-month period ended June 30, 2026.

The Company’s grants of PSU awards can be settled at vesting in cash or shares at the Company’s election. The Company has recorded these PSUs as a liability due to the expectation that the Company will settle the vesting of these PSU awards in cash due to a potential shortage of shares in the 2017 Plan at the time of vesting. As a result, these PSUs will be subject to change in value at the time of each reporting period. The PSU awards that vested in March totaled 48,963 shares and were settled in shares. As of June 30, 2026, the Company had 195,992 shares outstanding for which a liability of $1.4 million was recorded in Accrued Expenses and Other Liabilities and there is unrecorded compensation cost of $1.1 million associated with these PSUs which is to be recognized over a weighted-average period of 1.8 years.

On March 14, 2025, the Company granted 290,792 PSUs to certain senior management employees. The Company granted two different PSU awards to each PSU award recipient. One form of PSU award is a 3-year cliff vest subject to achievement of certain market-based metrics in which 50-200% of target shares granted may vest based on achievement of the specified market price targets during the performance period from March 14, 2025, through March 1, 2028.  No shares will vest if these market price targets are not achieved. The Company estimated the fair value of these market-based PSUs using a Monte Carlo simulation model at the grant date and will continue to use the Monte- Carlo simulation model to update the fair value at the end of each reporting period. The second form of PSU awards is vesting in equal annual installments of target on each anniversary date of grant over three years, subject to annual achievement of the specified strategic performance objectives each year based upon certain regulatory milestones and financial targets. Subject to achievement of each milestone, these awards will vest annually on each anniversary date of the grant date over three years. The Company recognizes stock-based compensation based on the probability outcomes of achieving these milestones.