Note 10 — Stock-Based Compensation

PAVmed 2014 Long-Term Incentive Equity Plan

The PAVmed 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”) is designed to enable PAVmed to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed. The types of awards that may be granted under the PAVmed 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the PAVmed compensation committee.

A total of 1,713,517 shares of common stock of PAVmed are reserved for issuance under the PAVmed 2014 Equity Plan, with 583,351 shares available for grant as of  June 30, 2026. The share reservation is not diminished by a total of 1,446 PAVmed stock options and restricted stock awards granted outside the PAVmed 2014 Equity Plan as of  June 30, 2026. In January 2026, the number of shares available for grant was increased by 49,784 in accordance with the evergreen provisions of the plan. In addition, on March 27, 2026, the stockholders of the Company approved an increase in the number of shares available for grant by an additional 1,500,000.

PAVmed Stock Options

PAVmed stock options granted under the PAVmed 2014 Equity Plan and stock options granted outside such plan are summarized as follows:

On February 20, 2026, the Company granted to certain employees 37,500 stock options under the PAVmed 2014 Equity Plan with a weighted average exercise price of $9.47 per share and a weighted average grant-date fair value of $7.69 per share. The options will vest one-third after one year then ratably over the next eight quarters.

Subsequent to June 30, 2026, on July 31, 2026, the Company granted to certain employees 223,500 stock options under the PAVmed 2014 Equity Plan with an exercise price of $4.95. Each option will vest one-third after one year then ratably over the next eight quarters.

PAVmed Restricted Stock Awards 

PAVmed restricted stock awards granted under the PAVmed 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

On February 20, 2026, the Company awarded to certain employees 46,000 shares of restricted stock under the PAVmed 2014 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $0.4 million, which was measured using the grant date quoted closing price per share of the Company’s common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. Each award will vest in full on May 20, 2029.

On  April 2, 2026, the Company awarded 889,650 shares of restricted stock to its directors and certain officers under the PAVmed 2014 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $8.8 million, which was measured using the grant date quoted closing price per share of the Company’s common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. Each award will vest in full on May 20, 2029.

Subsequent to June 30, 2026, on July 31, 2026, the Company awarded 60,000 shares of restricted stock to its directors and certain officers under the PAVmed 2014 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $0.3 million, which was measured using the grant date quoted closing price per share of the Company’s common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. Each award will vest in full on August 31, 2029.

Consolidated Stock-Based Compensation Expense

The consolidated stock-based compensation expense recognized by the Company under the PAVmed 2014 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under the PAVmed 2014 Equity Plan, as discussed above, is as follows:

Stock-based compensation expense recognized with respect to new stock options granted during the six months ended June 30, 2026 and 2025, under the PAVmed 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $6.79 and $12.60 per share, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions below.

PAVmed Employee Stock Purchase Plan (“PAVmed ESPP”)

Effective September 18, 2024, PAVmed’s compensation committee temporarily suspended any participation in the PAVmed ESPP. Accordingly, no shares of common stock of the Company have been purchased under the PAVmed ESPP since March 31, 2024. In March 2026, PAVmed's compensation committee approved the reinstatement of the PAVmed ESPP, effective April 1, 2026. The initial purchase period following such reinstatement shall expire on November 30, 2026.

The PAVmed ESPP had a total reserve of 221,112 shares of common stock of PAVmed of which 215,774 shares were available for issue as of  June 30, 2026. In January 2026, the number of shares available for issuance was increased by 5,667 in accordance with the evergreen provisions of the plan. In addition, on June 24, 2026, the stockholders of the Company approved a one-time 200,000 increase in the ESPP reserve.