v3.26.1
Stock-Based Compensation
9 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation STOCK-BASED COMPENSATION
The Company has three plans that provide for equity-based compensation.
Under the 2013 Incentive Plan (the “2013 Plan”), 1,580,277 awards are granted and outstanding, relating to stock options and restricted stock awards to employees and directors as of June 30, 2026.
Under the 2021 Incentive Plan (the “2021 Plan”), 18,500,000 shares (subject to certain adjustments) of the Company’s common stock are authorized for grants of stock options, stock appreciation rights, restricted and unrestricted stock, performance awards, cash awards and other awards convertible into or otherwise based on shares of the Company’s common stock. The maximum number of shares authorized under the 2021 Plan will be (i) reduced by any shares subject to awards made under the 2013 Plan after January 1, 2021, and (ii) increased by any shares subject to outstanding awards under the 2013 Plan as of January 1, 2021 that, after January 1, 2021, are canceled, expired, forfeited or otherwise not issued under such awards (other than as a result of being tendered or withheld to pay the exercise price or withholding
taxes in connection with any such awards) or settled in cash. As of June 30, 2026, 7,955,754 shares have been granted under the 2021 Plan, and the total number of shares available for issuance was 11,372,310 shares, which includes 170,898 and 657,166 shares that were forfeited under the 2013 and 2021 Plans, respectively. This reflects an amendment and restatement of the 2021 Plan approved by the Company’s stockholders on March 19, 2026 to increase the total number of authorized shares by 10,500,000 shares and extend the term of the plan to January 21, 2036.
Under the Company’s Inducement Plan (the “Inducement Plan”), which was amended and restated in May 2026 to increase the total number of authorized shares and to extend the term of the plan to May 2036, 3,000,000 shares of the Company’s common stock are authorized for issuance pursuant to grants of stock options, stock appreciation rights, restricted and unrestricted stock, stock units (including restricted stock units), performance awards, cash awards, and other awards convertible into or otherwise based on shares of the Company’s common stock. Awards under the Inducement Plan may only be granted to new employees of the Company in accordance with the provisions of Rule 5635(c)(4) of the Nasdaq Listing Rules. As of June 30, 2026, 835,930 shares have been granted, net of cancellations, under the Inducement Plan. The total number of shares remaining available for issuance was 2,164,070 shares.
In addition, prior to adoption of the Inducement Plan, the Company previously granted stand-alone inducement awards in the form of stock options and restricted stock units outside of the Companys equity plans to new employees under Rule 5635(c)(4) of the Nasdaq Listing Rules. As of June 30, 2026, there were 326,934 and 41,225 shares underlying outstanding stand-alone inducement options and restricted stock units, respectively.
The following table presents a summary of awards outstanding attributable to Arrowhead Pharmaceuticals, Inc.:
June 30, 2026
2013 Plan2021 PlanInducement AwardsTotal
Granted and outstanding awards:
Options480,277 22,965 326,934 830,176 
Restricted stock units1,100,000 4,011,324 683,330 5,794,654 
Total1,580,277 4,034,289 1,010,264 6,624,830 
The following table summarizes stock-based compensation expenses included in operating expenses attributable to Arrowhead Pharmaceuticals, Inc.:
Three Months Ended June 30,Nine Months Ended June 30,
2026202520262025
(in thousands)
Research and development$8,187 $6,898 $23,003 $21,008 
Selling, general and administrative6,787 5,095 28,129 20,242 
Total$14,974 $11,993 $51,132 $41,250 
Stock Option Awards
The following table presents a summary of the stock option activity for the nine months ended June 30, 2026:
SharesWeighted-
Average
Exercise
Price
Per Share
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
Outstanding at September 30, 2025
1,407,035$28.90 
Granted— 
Cancelled or expired— 
Exercised(576,859)22.88 
Outstanding at June 30, 2026
830,176$32.97 3.0$40,293,644 
Exercisable at June 30, 2026
830,176$32.97 3.0$40,293,644 
The aggregate intrinsic values represent the amount by which the market price of the underlying stock exceeds the exercise price of the option. The total intrinsic value of the options exercised during the three months ended June 30, 2026
and 2025 was $11.2 million and $0.3 million, respectively. The total intrinsic value of the options exercised during the nine months ended June 30, 2026 and 2025 was $23.8 million and $4.9 million, respectively.
There was no stock-based compensation expense related to stock options outstanding for the three months ended June 30, 2026 and 2025. Stock-based compensation expense related to stock options outstanding for the nine months ended June 30, 2026 and 2025, was $0 and $0.1 million, respectively.
As of June 30, 2026, the pre-tax compensation expense for all outstanding unvested stock options is considered nominal.
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. The determination of the fair value of each stock option is affected by the Company’s stock price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables. No options were granted during the nine months ended June 30, 2026 and 2025.
Visirna ESOP: Through June 30, 2026, Visirna, a subsidiary of the Company, granted an aggregate of 16,400,000 stock options to its employees from the Employee Stock Option Plan (the “Visirna ESOP”), which authorizes 20,000,000 shares for issuance. The Visirna ESOP is independently managed by Visirna, including the valuation process. For the three months ended June 30, 2026 and 2025, stock-based compensation expense related to the Visirna ESOP was $0 and $1.1 million, respectively. For the nine months ended June 30, 2026 and 2025, stock-based compensation expense related to the Visirna ESOP was $0 and $3.0 million, respectively.
Restricted Stock Units
Restricted Stock Units (“RSUs”), including market-based, time-based and performance-based awards, have been granted under the Company’s 2013 and 2021 Plans, the Inducement Plan, and as inducements awards granted outside of the Company’s equity-based compensation plans. At vesting, each outstanding RSU will be exchanged for one share of the Company’s common stock. RSU awards generally vest subject to the satisfaction of service requirements or the satisfaction of both service requirements and achievement of certain performance targets.
The following table summarizes the activity of the Company’s RSUs:
Number of
RSUs
Weighted-
Average
Grant
Date
Fair Value
Per Share
Outstanding at September 30, 2025
5,810,351$36.97 
Granted2,049,14166.42 
Vested(1,794,793)41.69 
Forfeited(270,045)31.55 
Outstanding at June 30, 2026
5,794,654$49.69 
The fair value of RSUs was determined based on the closing price of the Company’s common stock on the grant date, with consideration given to the probability of achieving service and/or performance conditions for awards.
For the three months ended June 30, 2026 and 2025, the Company recorded $15.0 million and $11.9 million of expense related to RSUs, respectively. For the nine months ended June 30, 2026 and 2025, the Company recorded $51.1 million and $41.1 million of expense related to RSUs, respectively. As of June 30, 2026, there was $158.8 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted-average period of 2.5 years.