v3.26.1
Stock-Based Compensation
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Equity Incentive Plans
We currently maintain the 2023 Equity Incentive Plan (the “2023 Plan”), which our Board of Directors (the "Board") and stockholders approved in connection with the Business Combination, for purposes of granting equity-based incentive awards to our employees, executive officers, directors and consultants. Prior to the Business Combination, TriSalus granted equity incentive awards under the 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”). The 2009 Plan has not been used following the Business Combination. However, any awards granted under the 2009 Plan remain subject to the terms of the 2009 Plan and the applicable award agreement. As of June 30, 2026, there were 1,141,590 awards outstanding and no shares available for future grant under the 2009 Plan.
Initially, 5,585,008 shares were authorized under the 2023 Plan. In addition, the share reserve will automatically increase on January 1 of each year for a period of ten years, commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted common stock determined on December 31 of the preceding year, or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year. On January 1, 2025 and 2026, the authorized shares under the 2023 Plan increased by 2,383,545 shares and 3,331,683 shares, respectively. The 2023 Plan will expire on August 10, 2033, unless modified by the Board of Directors or a duty authorized committee thereof.
Our Board may also delegate to one or more of our officers the authority to, among other things, (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2023 Plan, the Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value and exercise price, and the provisions of each stock award, including the exercise period and the vesting schedule applicable to a stock award, subject to the limitations of the 2023 Plan.
The Board delegated the authority to administer the 2009 Plan and the 2023 Plan our CEO and CFO, who act on the recommendation of managers of the Company to select the individuals to whom the awards will be granted and to determine the amount and vesting period for the grants. All grants are subject to approval by the Board.
As of June 30, 2026, the balances under the 2023 Plan were as follows:
June 30, 2026
Authorized
Outstanding (1)
Available for Issue
2023 Plan13,685,930 10,118,592 2,987,138 
(1)Outstanding excludes RSU releases and option exercises under the 2023 plan.
Stock Options
Historically, we have used stock options as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price. Stock options are granted with an exercise price equal to the fair market value of our common stock on the grant date. Stock options generally have a ten-year contractual term and typically vest in one year or have graded vesting over three to four years. We may grant stock options with a performance condition. The performance stock options vest upon meeting the stated performance metric(s) during the stated performance period(s). We assess the probability of the performance stock options meeting the performance metric(s), and if probable, we recognize compensation expense over the requisite service period. As of June 30, 2026, we had one performance stock option award outstanding.
The following table summarizes activity for stock options under the 2009 Plan and 2023 Plan for the six months ended June 30, 2026:
Number of Stock Options
Weighted-Average Exercise Price
Weighted-Average Remaining Contractual Life (in years)
Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 20267,406,664 $5.94 7.4$13,358 
Granted2,481,981 4.28 
Exercised(16,808)2.92 17 
Forfeited(381,491)5.48 
Expired(300,912)7.26 
Outstanding at June 30, 20269,189,434 $5.47 7.8$4,300 
Exercisable at June 30, 20263,400,150 $5.94 5.3$2,767 
The fair value of each stock option granted during the six months ended June 30, 2026 was determined using the Black-Scholes option pricing model.
We recorded compensation expense for stock options during the three and six months ended June 30, 2026 of $1.7 million and $3.2 million, respectively, and during the three and six months ended June 30, 2025 of $1.3 million and $2.4 million, respectively. As of June 30, 2026, there was $14.5 million of unrecognized compensation expense related to stock options and will be expensed over a weighted average period of 2.7 years.
Restricted and Performance Stock
Pursuant to both the 2009 and 2023 Plans, we issue restricted stock unit awards ("RSUs") and performance stock unit awards ("PSUs"). The estimated fair value of the awards at the time of grant was determined using the price of our common stock on the grant date for the RSUs and PSUs. All such grants are satisfied through the issuance of new shares. RSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock at specified vesting dates. Typically, RSUs vest in one year or have graded vesting over one or four years from the grant date. PSUs are share awards that vest upon meeting the stated performance metric(s) during the stated performance period(s). We assess the probability of PSUs meeting the performance metric(s), and if probable, we recognize compensation expense over the requisite service period. As of June 30, 2026, we had two PSU awards outstanding.
The following table summarize activity for RSUs and PSUs under the 2009 Plan and 2023 Plan for the six months ended June 30, 2026:

Number of Stock UnitsWeighted-Average Grant-Date Fair Value per Share
Unvested at January 1, 20261,826,613$6.18 
Granted543,7693.31 
Vested(188,776)6.02 
Forfeited(110,858)5.86 
Unvested at June 30, 20262,070,748$5.46 
We recorded compensation expense for RSUs and PSUs during the three and six months ended June 30, 2026 of $0.9 million and $1.8 million, respectively, and during the three and six months ended June 30, 2025 of $0.5 million and $1.0 million, respectively. As of June 30, 2026, there was $8.4 million of unrecognized compensation expense related to RSUs and PSUs and will be expensed over a weighted-average period of 2.5 years.
Employee Stock Purchase Plan
We maintain an Employee Stock Purchase Plan ("ESPP"), which provides our eligible employees and certain designated companies with an opportunity to purchase shares of Common Stock, to assist us in retaining the services of eligible employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for our success. The ESPP became active in 2024. There were 2,350,530 shares of Common Stock initially reserved for issuance under the ESPP. The number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1, 2024, and continuing through and including January 1, 2033, by an amount equal to the lesser of (a) two percent (2%) of the total number of shares of the fully diluted common stock determined on December 31 of the preceding year, and (b) 200% of the Initial Share Reserve. On January 1, 2025 and 2026, the authorized shares under ESPP increased by 953,418 shares and 1,332,673 shares, respectively.
We recognized compensation expense related to the ESPP of $0.1 million during the six months ended June 30, 2026, and 2025, respectively.
During the six months ended June 30, 2026, 69,678 shares were purchased under the ESPP. We record the issuance of shares when they are recorded by the transfer agent and, as such, there could be timing differences between when the expense is recorded and shares are transferred.