v3.26.1
Stock-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
9.
Stock-Based Compensation

2019 Equity Incentive Plan

In February 2019, the Company adopted the 2019 Equity Incentive Plan (the "2019 Plan"). All employees, directors, and consultants were eligible to be granted options to purchase common stock, restricted stock and restricted stock units ("RSUs") under the terms of the 2019 Plan. Upon the effectiveness of the 2025 Equity Incentive Plan ("2025 Plan"), the 2019 Plan was terminated and no further grants were made under the 2019 Plan, although it continues to govern the terms of any equity grants that remain outstanding under the 2019 Plan.

All stock option grants were non-statutory stock options except option grants to employees that were intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Incentive stock options could not have been granted at less than the fair market value of the Company's common stock on the date of grant, as determined in good faith by the Board at its sole discretion. Nonqualified stock options could have been granted at an exercise price established by the Board at its sole discretion (which had not been less than fair market value on the date of grant) and the vesting periods could have varied. Vesting periods were generally four years and were determined by the Board. Stock options became exercisable as they vested. Options granted under the 2019 Plan expire no more than ten years from the date of grant.

2025 Equity Incentive Plan

In October 2025, the Board adopted and approved, and the Company's stockholders approved, the 2025 Plan, which became effective immediately prior to the execution of the underwriting agreement related to the Company's IPO. The 2025 Plan allows the Company to make equity-based incentive awards to its employees, directors, and consultants. The 2025 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs and other stock-based awards. Initially, up to 11,500,000 shares were reserved for issuance under the 2025 Plan, which is the sum of: (i) 4,300,000 new shares, plus (ii) up to 7,200,000 shares of common stock subject to awards granted under the 2019 Plan that, after the effective date of the 2025 Plan, expire or otherwise terminate without having been exercised in full, are forfeited or repurchased. The number of shares of common stock reserved for issuance under the 2025 Plan automatically increased on January 1, 2026 by 2,201,204 shares and will

increase each January 1 thereafter through January 1, 2035, by five percent of the aggregate number of shares of voting common stock and non-voting common stock issued and outstanding and shares of common stock issuable upon exercise of outstanding pre-funded warrants, if any, as of the immediately preceding December 31 or such lesser number of shares of common stock as determined by the Board. Options granted under the 2025 Plan expire no more than ten years from the date of grant.

The shares of common stock underlying any awards under the 2025 Plan and the 2019 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2025 Plan.

As of June 30, 2026, there were 2,804,036 shares of common stock available for future grants under the 2025 Plan.

2025 Employee Stock Purchase Plan

In October 2025, the Board adopted and approved, and the Company's stockholders approved, the 2025 Employee Stock Purchase Plan (the "2025 ESPP"), which became effective immediately prior to the execution of the underwriting agreement related to the Company's IPO. A total of 450,000 shares of common stock were initially reserved and available for issuance under the 2025 ESPP. The number of shares of common stock that may be issued under the 2025 ESPP automatically increased on January 1, 2026 by 440,240 shares and will increase each January 1 thereafter through January 1, 2035, by the lesser of (i) one percent of the aggregate number of shares of voting common stock and non-voting common stock issued and outstanding and shares of common stock issuable upon exercise of outstanding pre-funded warrants, if any, as of the immediately preceding December 31 and (ii) 900,000 shares of common stock, or such lesser number of shares of common stock as determined by the Board. As of June 30, 2026, 845,259 shares of common stock were reserved and available for issuance under the 2025 ESPP.

During the six months ended June 30, 2026, 44,981 shares of the Company's common stock were issued under the 2025 ESPP. During the three and six months ended June 30, 2026, stock-based compensation expense recognized related to the 2025 ESPP was $0.1 million and $0.3 million.

Stock Options

A summary of the stock option activity during the six months ended June 30, 2026 is as follows:

 

 

 

Number of Options

 

 

Weighted-Average
Exercise Price

 

 

Weighted-Average Remaining Contractual Term
(in years)

 

 

Aggregate
Intrinsic Value

 

Outstanding as of December 31, 2025

 

 

3,865,381

 

 

$

14.30

 

 

 

8.85

 

 

$

12,625

 

Granted

 

 

807,966

 

 

 

20.06

 

 

 

 

 

 

 

Exercised

 

 

(10,747

)

 

 

8.69

 

 

 

 

 

$

223

 

Cancelled

 

 

(240,887

)

 

 

16.76

 

 

 

 

 

 

 

Outstanding as of June 30, 2026

 

 

4,421,713

 

 

$

15.23

 

 

 

8.58

 

 

$

91,132

 

Exercisable as of June 30, 2026

 

 

872,557

 

 

$

5.36

 

 

 

5.17

 

 

$

26,598

 

 

Stock options generally vest over four years, with 25% vesting approximately one year after grant and 75% vesting in equal monthly installments thereafter, subject to the recipient’s continued service with the Company through each vesting date. The fair value of options vested was $0.1 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively. The fair value of options vested was $0.2 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2026 was $15.87. During the six months ended June 30, 2025, the Company granted no stock options. As of June 30, 2026, unrecognized stock-based compensation expense related to unvested stock options was $42.0 million, which is expected to be recognized over a weighted-average vesting period of 3.21 years.

RSUs

RSUs generally vest over four years, with 25% vesting approximately one year after grant and 75% vesting in equal quarterly installments thereafter, subject to the recipient’s continued service with the Company through each vesting date. RSUs issued under the 2025 Plan include a service condition.

RSUs issued under the 2019 Plan include both service and performance conditions. The performance condition required a liquidity event in order to vest, which was satisfied in connection with the IPO in October 2025. The service condition needs to be satisfied on or before the expiration date (the earlier of seven years after the issue date or termination of employment), or else the RSUs will not vest and will be forfeited.

A summary of the RSU activity during the six months ended June 30, 2026 is as follows:

 

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value

 

Outstanding at December 31, 2025

 

 

5,277,112

 

 

$

13.08

 

Granted

 

 

243,091

 

 

 

19.75

 

Vested

 

 

(425,131

)

 

 

15.71

 

Cancelled

 

 

(406,061

)

 

 

12.61

 

Outstanding at June 30, 2026

 

 

4,689,011

 

 

$

13.22

 

 

During the six months ended June 30, 2026 and 2025, 425,131 and no RSUs vested. Of the RSUs that vested during the year ended December 31, 2025, 1,349,275 had not settled as of December 31, 2025, and a de minimis amount that had not settled as of March 31, 2026 settled during the three months ended June 30, 2026. During the three months ended March 31, 2026, 1,139,648 shares were issued related to the vesting of RSUs. During the three months ended March 31, 2026, in connection with net settlement of vested RSUs, the Company withheld 417,355 shares to satisfy $7.5 million in tax withholding obligations and this settlement method was not used during the three months ended June 30, 2026. As of June 30, 2026, unrecognized stock-based compensation expense related to RSUs was $49.0 million, which is expected to be recognized over a weighted-average vesting period of 2.64 years.

Stock-Based Compensation Expense

Stock-based compensation expense is as follows (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Research and development

 

$

5,688

 

 

$

100

 

 

$

11,103

 

 

$

247

 

General and administrative

 

 

2,938

 

 

 

48

 

 

 

7,159

 

 

 

113

 

 

$

8,626

 

 

$

148

 

 

$

18,262

 

 

$

360