v3.26.3
Equity Incentive Plans
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans

8. Equity Incentive Plans

2017 Equity Incentive Plan

In January 2017, our Board of Directors and stockholders approved and adopted the 2017 Equity Incentive Plan (the “2017 Plan”). Under the 2017 Plan, we may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then our employees, officers, directors or consultants. In addition, the number of shares of stock available for issuance under the 2017 Plan were to be automatically increased each January 1, beginning on January 1, 2018, by 4% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our Board of Directors. At our annual stockholder meeting on June 12, 2024, the 2017 Plan was amended, eliminating the automatic annual share increase and the number of shares available for issuance was increased by 2,700,000 shares. At our annual stockholder meeting on June 17, 2025, the 2017 Plan was amended and restated to further increase the number of shares available for issuance by 1,650,000 shares. At our annual stockholder meeting on August 11, 2026, the 2017 Plan was amended and restated to extend the expiration of the 2017 Plan from January 2027 to August 2036. All future share increases will require stockholder approval. As of June 30, 2026, 2,187,675 shares were available for future issuance.

Employee Stock Purchase Plan

In January 2017, our Board of Directors and stockholders approved and adopted the 2017 Employee Stock Purchase Plan (“ESPP”). In addition, the number shares of stock available for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2018, by 1% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our Board of Directors. The Board of Directors determined that due to sufficient shares being available in the ESPP, the number of shares available as of January 1, 2025 and January 1, 2026 would not increase. As of June 30, 2026, 294,081 shares have been issued under the ESPP and 1,804,726 shares were available for future issuance under the ESPP. Total cash received from the ESPP was approximately $0.8 million during the six months ended June 30, 2026.

Stock Options

Stock options granted to employees and non-employees generally vest over a four-year period while stock options granted to directors generally vest over a one-year period. Each stock option award has a maximum term of 10 years from the date of grant, subject to earlier cancellation prior to vesting upon cessation of service to us. A summary of the activity related to stock option awards during the twelve months ended December 31, 2025 and six months ended June 30, 2026 is as follows:

 

Shares
Subject to
Options

 

 

Weighted-Average
Exercise Price
per Share

 

 

Weighted-Average
Remaining
Contractual
Term (in years)

 

 

Aggregate
Intrinsic
Value (in
thousands)

 

Outstanding at January 1, 2025

 

 

6,086,289

 

 

$

25.20

 

 

 

7.63

 

 

$

534

 

Granted

 

 

1,758,243

 

 

$

14.87

 

 

 

 

 

 

 

Exercises

 

 

(645,562

)

 

$

19.95

 

 

 

 

 

 

 

Forfeitures and cancellations

 

 

(301,202

)

 

$

18.47

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

6,897,768

 

 

$

17.11

 

 

 

6.93

 

 

$

180,434

 

Granted

 

 

668,400

 

 

$

32.17

 

 

 

 

 

 

 

Exercises

 

 

(1,202,950

)

 

$

21.52

 

 

 

 

 

 

 

Forfeitures and cancellations

 

 

(290,849

)

 

$

21.83

 

 

 

 

 

 

 

Outstanding at June 30, 2026

 

 

6,072,369

 

 

$

18.62

 

 

 

7.04

 

 

$

297,386

 

Exercisable at June 30, 2026

 

 

3,579,958

 

 

$

18.90

 

 

 

6.13

 

 

$

174,546

 

Total cash received from the exercise of stock options was approximately $24.6 million during the six months ended June 30, 2026.

Time-Based Restricted Stock Units

Each Restricted Stock Unit (“RSU”) represents one equivalent share of our common stock to be issued after satisfying the applicable continued service-based vesting criteria over a specified period. The fair value of these RSUs is based on the closing price of our common stock on the date of the grant. We measure compensation expense over the expected vesting period on a straight-line basis. The RSUs do not entitle the participants to the rights of holders of common stock, such as voting rights, until the shares are issued.

 

 

Number of
Restricted
Stock Units

 

 

Weighted-Average
Grant Date
Fair Value

 

 

Weighted-Average
Remaining
Contractual
Term (in years)

 

 

Aggregate
Intrinsic
Value (in
thousands)

 

Outstanding at January 1, 2025

 

 

1,227,677

 

 

$

21.79

 

 

 

1.46

 

 

$

16,254

 

Granted

 

 

614,828

 

 

$

14.87

 

 

 

 

 

 

 

Released

 

 

(355,627

)

 

$

21.87

 

 

 

 

 

 

 

Forfeitures and cancellations

 

 

(113,673

)

 

$

18.45

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

1,373,205

 

 

$

13.88

 

 

 

1.17

 

 

$

66,573

 

Granted

 

 

697,487

 

 

$

27.65

 

 

 

 

 

 

 

Released

 

 

(444,837

)

 

$

17.43

 

 

 

 

 

 

 

Forfeitures and cancellations

 

 

(120,546

)

 

$

23.33

 

 

 

 

 

 

 

Outstanding at June 30, 2026

 

 

1,505,309

 

 

$

7.13

 

 

 

1.47

 

 

$

101,608

 

RSU expected to vest at June 30, 2026

 

 

1,505,309

 

 

$

7.13

 

 

 

1.47

 

 

$

101,608

 

Performance Stock Units

A Performance Stock Unit (“PSU”) represents one equivalent share of our common stock to be issued after achievement of the performance metrics specified in the grant. The following table presents a summary of activity with respect to our PSUs:

 

 

Market-Based PSUs

 

 

Performance-Based PSUs

 

 

Total PSUs

 

 

 

Number of PSUs

 

 

Weighted-Average
Grant Date
Fair Value

 

 

Number of PSUs

 

 

Weighted-Average
Grant Date
Fair Value

 

 

Number of PSUs

 

 

Weighted-Average
Grant Date
Fair Value

 

Outstanding at January 1, 2025

 

 

504,500

 

 

$

24.69

 

 

 

 

 

$

 

 

 

504,500

 

 

$

24.69

 

Granted

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Released

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Forfeitures

 

 

(26,500

)

 

$

24.69

 

 

 

 

 

$

 

 

 

(26,500

)

 

$

24.69

 

Outstanding at December 31, 2025

 

 

478,000

 

 

$

24.69

 

 

 

 

 

$

 

 

 

478,000

 

 

$

24.69

 

Granted

 

 

 

 

$

 

 

 

34,300

 

 

$

43.91

 

 

 

34,300

 

 

$

43.91

 

Released

 

 

 

 

$

 

 

 

(34,300

)

 

$

43.91

 

 

 

(34,300

)

 

$

43.91

 

Converted to RSUs

 

 

(152,842

)

 

$

24.69

 

 

 

 

 

$

 

 

 

(152,842

)

 

$

24.69

 

Forfeitures

 

 

(325,158

)

 

$

24.69

 

 

 

 

 

$

 

 

 

(325,158

)

 

$

24.69

 

Outstanding at June 30, 2026

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

 

Market-Based Awards

The fair value of our PSUs is estimated as of the grant date of July 22, 2024, based upon the expected achievement of the performance metrics specified in the grant and the closing market price of our common stock on the date of grant. The grant date fair value is estimated using a Monte Carlo simulation using the following assumptions:

 

 

Six months ended
June 30,

 

 

2026

 

Volatility of common stock

 

 

59.0

%

Risk-free interest rate

 

 

4.1

%

Contract term (in years)

 

 

3.9

 

The compensation expense for the awards is recognized over the requisite service period regardless of whether the market conditions are achieved and will only be adjusted for pre-vesting forfeitures due to the termination of the recipient’s employment with the company prior to the expiration of the requisite service period. The outstanding PSUs at the Distribution Date were converted to First Tracks Biotherapeutics PSUs, and the AnaptysBio PSUs were cancelled.

Performance-Based PSUs

The performance-based stock units granted in 2026 vested in March 2026 based upon (i) continued service through the vesting date and (ii) the achievement of specific performance targets, as approved by the Board of Directors. There was no unrecognized compensation expense as of June 30, 2026.

Stock-Based Compensation Expense

We recognize stock-based compensation expense for awards issued to employees and non-employees over the requisite service period based on the estimated grant-date fair value of such awards. The estimated fair values of stock option awards granted were determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions:

 

 

Six Months Ended
June 30,

 

 

Year Ended
December 31,

 

 

Year Ended
December 31,

 

 

2026

 

 

2025

 

 

2024

 

Risk-free interest rate

 

 

3.9

%

 

 

4.5

%

 

 

4.0

%

Expected volatility

 

 

84.0

%

 

 

81.8

%

 

 

78.4

%

Expected dividend yield

 

%

 

 

%

 

 

%

 

Expected term (in years)

 

 

6.35

 

 

 

6.35

 

 

 

6.28

 

Weighted average grant date fair value per share

 

$

32.67

 

 

$

10.98

 

 

$

15.54

 

 

We determine the appropriate risk-free interest rate, expected term for employee stock-based awards, contractual term for non-employee stock-based awards, and volatility assumptions. The weighted-average expected option term for employee and non-employee stock-based awards reflects the historical option term. Expected volatility incorporates the historical volatility of our stock price. The risk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected or contractual term of the stock-based payment awards. The assumed dividend yield is based on our expectation of not paying dividends in the foreseeable future.

Total non-cash stock-based compensation expense for all stock awards that was recognized in the consolidated statements of operations and comprehensive loss is as follows:

 

 

Six Months Ended
June 30,

 

 

Year Ended
December 31,

 

 

Year Ended
December 31,

 

(in thousands)

 

2026

 

 

2025

 

 

2024

 

Research and development

 

$

5,283

 

 

$

(462

)

 

$

1,038

 

General and administrative

 

 

3,037

 

 

 

4,234

 

 

 

6,183

 

Total

 

$

8,320

 

 

$

3,772

 

 

$

7,221

 

At June 30, 2026, there was $8.3 million of unrecognized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of 2.32 years and $9.2 million of unrecognized cost related to unvested RSU awards, which is expected to be recognized over a period of 2.33 years.

On March 26, 2026, our then Chief Financial Officer and Chief Legal Officer entered into transition and separation agreements, conditioned upon and effective on the Spin-Off (as defined below). In connection with their transition and separation agreements, we modified certain equity awards and recognized approximately $6.2 million in non-cash stock-based compensation expense during the six months ended June 30, 2026.