v3.26.1
STOCK-BASED COMPENSATION
 6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATIONThe Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, formerly the Company’s largest shareholder and parent company prior to the completion of the merger with Cibus Global.

In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Incentive Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. The name of the 2017 Plan was amended to reflect the name change of the Company to Cibus, Inc.

As of June 30, 2026, 2,847,624 shares were available for grant in the form of stock options, Class A Restricted Stock, RSUs, and PSUs under the 2017 Plan. There are no longer any stock-based awards outstanding under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan.




Stock Options

The weighted average fair value of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:

Six Months Ended June 30,
20262025
Weighted average fair value of stock options granted$1.18 $1.92 
Assumptions:
Risk-free interest rate
3.6% - 4.3%
4.1%
Expected volatility
109.7% - 112.6%
106.2% - 110.5%
Expected term (in years)
5.0 - 6.3
5.5 - 6.0


Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three to four years following the grant date. Options generally expire 10 years after the date of grant.

Information on stock option activity is as follows:
Options
Exercisable
Weighted Average
Exercise
Price Per
Share
Options
Outstanding
Weighted Average
Exercise
Price Per
Share
Balance as of December 31, 2025382,808$99.71 1,358,797$30.25 
Granted—— 2,535,7851.40 
Vested540,5602.44 —— 
Exercised—— —— 
Expired(57,740)96.81 (57,740)96.81 
Forfeited(31,770)4.55 (31,770)4.55 
Balance as of June 30, 2026833,858$40.48 3,805,072$10.23 

Stock-based compensation expense related to stock option awards is as follows:
Three Months Ended June 30,Six Months Ended June 30,
In Thousands2026202520262025
Stock-based compensation expense$375 $313 $830 $545 

As of June 30, 2026, options outstanding had a $0.1 million aggregate intrinsic value and a weighted average remaining contractual term of 9.2 years. As of June 30, 2026, options exercisable had a nominal aggregate intrinsic value and a weighted average remaining contractual term of 7.8 years.
As of June 30, 2026, unrecognized compensation expense related to non-vested stock options was $4.0 million which has a weighted average remaining recognition period of 2.9 years.

Restricted Stock Awards

The Company granted awards of Class A Restricted Stock (RSAs), in connection with its merger with Cibus Global, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally two months to four years after the date of grant.


Information on RSA activity is as follows:
Restricted Stock
Awards
Weighted Average Grant
Date Fair Value
Unvested balance as of December 31, 202585,185$31.50 
Granted—— 
Vested(43,819)31.50 
Forfeited(1,309)31.50 
Unvested balance as of June 30, 202640,057$31.50 

The total fair value of RSAs that vested is as follows:
Three Months Ended June 30,Six Months Ended June 30,
In Thousands2026202520262025
Fair value of shares vested$32 $85 $86 $216 

There were no RSAs granted during the six months ended June 30, 2026, or 2025.

Stock-based compensation expense related to RSAs is as follows:
Three Months Ended June 30,Six Months Ended June 30,
In Thousands2026202520262025
Stock-based compensation expense$574 $1,196 $1,193 $3,036 

As of June 30, 2026, unrecognized compensation expense related to RSAs was $1.3 million which has a weighted average remaining recognition period of 0.6 years.
Restricted Stock Units

The Company grants RSUs which generally vest over four years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock.

Information on RSU activity is as follows:
Restricted Stock
Units
Weighted Average Grant
Date Fair Value
Unvested balance as of December 31, 20251,359,207$3.73 
Granted1,799,8611.35 
Vested(293,017)4.57 
Forfeited(36,234)2.75 
Unvested balance as of June 30, 20262,829,817$2.15 

The total fair value of RSUs that vested is as follows:
Three Months Ended June 30,Six Months Ended June 30,
In Thousands2026202520262025
Fair value of shares vested$199 $89 $599 $123 

The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2026, was $1.35 per share. The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2025, was $2.57 per share.


Stock-based compensation expense related to RSUs is as follows:
Three Months Ended June 30,Six Months Ended June 30,
In Thousands2026202520262025
Stock-based compensation expense$535 $469 $1,032 $896 

As of June 30, 2026, unrecognized compensation expense related to RSUs was $5.3 million which has a weighted average remaining recognition period of 2.9 years.

Certain consolidated statement of operations amounts were as follows:

Three Months Ended June 30,Six Months Ended June 30,
In Thousands2026202520262025
Stock-based compensation expense:
Research and development$517 $653 $1,045 $1,621 
Selling, general, and administrative967 1,325 2,010 2,856 
Total$1,484 $1,978 $3,055 $4,477