v3.26.1
Stock-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
2024 Stock Option and Grant Plan
In 2024, in connection with the Company’s IPO, the board of directors adopted, and the Company’s shareholders approved the 2024 Stock Option and Grant Plan (the “2024 Plan”) under which the Company may grant equity-based incentive awards to the Company’s employees, officers, directors, consultants and other key persons of the Company and its affiliates upon whose judgment, initiative, and efforts the Company largely depends for the successful conduct of its business. Following the effectiveness of the 2024 Plan, no shares remained available for future issuance under the 2019 Stock Option and Grant Plan (as amended, the “2019 Plan”). Any other options or awards outstanding under the 2019 Plan remain outstanding and effective.

The 2024 Plan, initially allowed the Company to grant awards up to 2,453,616 shares of Common Stock, plus shares of common stock subject to awards outstanding under the 2019 Plan that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise). Each year starting on January 1, 2025 and on each January 1 thereafter, the number of shares of stock reserved and available for issuance under the 2024 Plan shall automatically be cumulatively increased by 5% of the outstanding shares on the immediately preceding December 31 or such lesser number of shares as approved by the Company. Through June 30, 2026, the Company registered 5,552,037 shares of Common Stock for issuance. The terms of equity award agreements, including vesting requirements, were determined by the board of directors and are subject to the provisions of the 2024 Plan. Equity awards granted to employees and non-employees generally vest over one to four-year period but may be granted with different vesting terms.
Stock options granted to employees and non-employees expire no more than 10 years from the date of grant and are generally service based. The 2024 Plan allows for awards to contain performance-based vesting criteria and for such awards that are deemed probable of vesting, the Company records expense in the period in which such determination is made through any estimated remaining vesting period. No awards with performance-based vesting criteria have been granted.
2026 Inducement Plan

In January 2026, the Company’s board of directors adopted the Bicara Therapeutics Inc. 2026 Inducement Plan (the “Inducement Plan”) and reserved 1,000,000 shares of common stock for future issuance under the Inducement Plan. In June 2026, the Company amended the Inducement Plan and reserved an additional 700,000 shares of common stock for future issuance under the Inducement Plan.

The Inducement Plan, as amended, has not been approved by the stockholders of the Company and provides for the grant of non-qualified stock options, stock appreciation rights, RSAs, RSUs, unrestricted stock awards and dividend equivalent rights to newly hired employees as a material inducement to accept employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).
Stock-Based Compensation Expense
The Company recognized total stock-based compensation expense for non-employees and employees in its statements of operations and comprehensive loss as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
202620252026
2025
Research and development$4,226
$
1,159 
$6,451$2,300
General and administrative
4,012 
2,333 
7,645 
4,643
Total $8,238$3,492$14,096$6,943

Stock Options
Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized ratably over the requisite service period, using the straight-line method of expense attribution. When utilizing the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted to employees or non-employees, we used the following weighted average assumptions:

Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Risk-free interest rate
4.0%-4.2%
3.9%-4.1%
3.7%-4.2%
3.9%-4.4%
Expected life (in years)
6.1
5.5-6.1
6.1
5.5-6.1
Volatility
93.4%-94.7%
90.8%-95.4%
93.4%-94.7%
90.6%-95.4%
Expected dividend rate
—%—%—%—%
Fair value of common stock
$20.50-$22.58
$9.90-$14.71
$16.11-$22.58
$9.90-$14.71
A summary of options award activity for non-employees and employees of the Company is as follows:
SharesWeighted-
Average
Exercise
Price
Weighted Average –
Remaining
Contractual
Life (years)
Aggregate Intrinsic
Value (1)
(in thousands)
Outstanding as of December 31, 20259,850,977$9.03
Granted3,071,02017.89
Exercised(749,154)5.22
Canceled(435,325)11.55
Outstanding as of June 30, 202611,737,51811.508.56$213,544
Exercisable as of June 30, 20263,823,103$8.037.84$82,818
Exercisable and expected to vest as of June 30, 202611,737,518
$
11.50 
8.56
(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock on June 30, 2026 for the options that were in the money.
The weighted-average fair value of options granted during the six months ended June 30, 2026 and 2025, was $13.98 and $12.16, respectively.
The aggregate intrinsic value of options exercised for the six months ended June 30, 2026 and 2025 was $11.5 million and $0.8 million, respectively.
The Company had 7,914,415 unvested stock options outstanding as of June 30, 2026. As of June 30, 2026, total unrecognized compensation costs of $71.1 million related to unvested stock options are expected to be recognized as expense over a weighted average period of 3.0 years.

2024 Employee Stock Purchase Plan
On September 5, 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 Employee Stock Purchase Plan (the "ESPP"), which became effective September 5, 2024. The ESPP initially reserves and authorizes the issuance of up to 507,383 shares of our common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2025 and each January 1 thereafter through January 1, 2034, by the least of (i) 1,014,766 shares of common stock, (ii) 1% of the sum of (A) the number of shares of our common stock issued and outstanding on the immediately preceding December 31, and (B) the number of shares of common stock issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire such common stock for a nominal exercise price on the immediately preceding December 31, or (iii) such number of shares of common stock as determined by the administrator of the ESPP. The number of shares reserved under the ESPP is subject to adjustment in the event of a stock split, stock dividend, or other change in our capitalization. There has been no activity on this plan to date, and no stock-based compensation expense was recognized during the three and six months ended June 30, 2026.