4.    Stockholders’ Equity

Common Stock

During the six months ended June 30, 2026, the Company issued 29,448 shares of common stock as a result of stock option exercises, for gross proceeds of $29, issued 589,895 shares from the vesting of restricted stock units and issued 38,116 shares to employees pursuant to the MaxCyte, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) for gross proceeds of $34.

Preferred Stock

The Company’s certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2026 and December 31, 2025, no shares of preferred stock were issued or outstanding.

Share Repurchase

In May 2026, the Board of Directors authorized a share repurchase program  under which the Company may purchase up to $10,000 of its outstanding common stock over a one-year period.  Repurchases of common stock under the program may be made from time to time in the open market, in privately negotiated transactions or by other methods, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, at the Company’s discretion, and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and other applicable federal and state laws and regulations.  During the six months ended June 30, 2026, the Company repurchased 1,313,066 shares of its common stock for an aggregate purchase amount of $1,478, and $8,522 remained available for share repurchases under the program.

Stock Incentive Plans

In May 2022, the Board of Directors adopted, and in June 2022, the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, the Company ceased granting awards under its previously adopted MaxCyte Inc. Long-Term  Incentive Plan (the “2016 Plan”) and the MaxCyte Inc. 2021 Inducement Plan (the “2021 Inducement Plan”), although all outstanding awards continue to remain subject to the terms of the applicable plan.

Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the 2021 Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual Meetings of Stockholders held on June 18, 2025, June 11, 2024 and June 22, 2023, the Company’s stockholders approved to reserve an additional 2,950,000, 2,300,000, and 6,069,000 shares, respectively, for issuance pursuant to future awards under the 2022 Plan.

At June 30, 2026 and December 31, 2025, there were 5,708,000 and 8,413,000 shares, respectively, available to be issued under the 2022 Plan.

In March 2026, the Board of Directors adopted the MaxCyte, Inc. 2026 Inducement Plan (the “2026 Inducement Plan”) to provide for the awarding of (i) non-statutory stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv)

restricted stock unit awards; (v) performance awards; and (vi) other awards, in each case, only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. Upon adoption, 1,000,000 shares of common stock were reserved for issuance under the 2026 Inducement Plan.  As of June 30, 2026, there were 411,000 shares available to be issued under the 2026 Inducement Plan.

The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At June  30, 2026, total unrecognized compensation expense was $8,133, which will be recognized over an estimated weighted-average period of 2.4 years.

Stock Options

The weighted-average fair value of the stock options granted during the three months ended June 30, 2026 and 2025 was estimated to be $0.71 and $1.17 per option share, respectively.  The weighted-average fair value of the stock options granted during the six months ended June 30, 2026 and 2025 was estimated to be $0.49 and $1.72 per option share, respectively.

Restricted Stock Units (“RSUs”)

The weighted-average fair value of the RSUs granted during the three months ended June 30, 2026 and 2025 was estimated to be $0.95 and $2.16 per RSU, respectively.  The weighted-average fair value of the RSUs granted during the six months ended June 30, 2026 and 2025 was estimated to be $0.75 and $3.05 per RSU, respectively.  

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase a number of shares of the Company’s common stock, through accumulated payroll deductions, up to a maximum of 15% of the employee’s earnings during a purchase period, as defined in the ESPP, subject to certain limitations. The purchase price will be the lesser of 85% of the fair market value of a share of Company common stock on (i) the beginning of each purchase period and (ii) the last day of the purchase period.  Purchase periods are generally six months in length.  

The most recent purchase period began on May 19, 2026.  The weighted average fair value for the shares estimated to be purchased under the ESPP for this purchase period was $0.33 per share, which the Company will expense over the current purchase period.

Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories on its unaudited condensed consolidated statements of operations:

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