v3.26.3
Share-Based Compensation
9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation
9. Share-Based Compensation

Share-Based Compensation Expense

The Company recognized share-based compensation expense by function as follows:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2026202520262025
General and administrative $1,926 $2,404 $5,964 $7,454 
Research and development 1,132 1,559 3,593 4,764 
Total share-based compensation expense$3,058 $3,963 $9,557 $12,218 

The Company recognized share-based compensation expense by award type as follows:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2026202520262025
Stock options$2,246 $2,877 $6,874 $8,991 
Restricted stock units745 938 2,348 2,776 
Employee share purchase plan67 148 335 451 
Total share-based compensation expense$3,058 $3,963 $9,557 $12,218 

Stock Options

Stock options granted under the 2022 Plan typically vest 1/8 on the six-month anniversary of the date of grant, and 1/48 each month thereafter for 42 months. All option awards generally expire 10 years from the date of grant.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted. The model assumptions include expected volatility, expected term, dividend yield, and the risk-free interest rate.

•Expected volatility: Due to the Company’s limited trading history for its common stock, the Company lacks sufficient historical data to support its expected stock price volatility. As such, the Company utilized a weighted approach by blending its own limited historical data with the volatilities of publicly traded biotechnology peers. The Company will continue to apply this approach until it has enough historical data to solely support its expected volatility.
•Expected term: The expected term represents the period of time that options are expected to be outstanding. Because the Company has limited historical exercise behavior, it determines the expected life assumption using the simplified method which is an average of the contractual term of the option and its vesting period.
•Dividend yield: The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero.
•Risk-free interest rate: The risk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards.

The fair value of each option issued was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions:

Three Months Ended September 30,Nine Months Ended September 30,
2026
2025 (1)
20262025
Risk-free interest rate4.5%—%3.9%4.4%
Expected volatility57.1%—%58.0%52.7%
Expected term (years)6.00.06.06.0
Dividend yield—%—%—%—%
_____________
(1)There were no options granted during the three months ended September 30, 2025.

The following table summarizes stock option activity under the Company’s equity award plans:
 
Shares
Weighted-Average Exercise Price per Share
Weighted-Average Remaining Contractual Life (in years)
Aggregate Intrinsic Value (in thousands)(1)
Outstanding at January 1, 2026
17,951,124 $5.70 
Granted7,426,750 $1.78 
Exercised(469,984)$3.43 
Cancelled/Expired(1,167,278)$5.79 
Outstanding at September 30, 2026
23,740,612 $4.51 7.5$36,698 
Exercisable at September 30, 2026
13,505,768 $5.95 6.4$12,155 
_____________
(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for in the money options as of September 30, 2026.

As of September 30, 2026, unrecognized share-based compensation expense related to OmniAb options was $14.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.30 years.

The aggregate intrinsic value of OmniAb options exercised by OmniAb service providers during the nine months ended September 30, 2026 was $0.4 million. Cash received from OmniAb options exercised by OmniAb service providers during the nine months ended September 30, 2026 was $1.6 million.

There were no OmniAb options exercised by Ligand service providers during the nine months ended September 30, 2026.

Restricted Stock Units

RSUs generally represent the right to receive a certain number of shares of common stock subject to certain vesting conditions and other restrictions. RSUs generally vest over three years. The fair value of RSUs is determined by the closing market price on the grant date.

The following table summarizes RSU activity during the nine months ended September 30, 2026 under the Company’s equity awards plans:
SharesWeighted-Average Grant Date Fair Value
Unvested balance at January 1, 2026
1,629,394 $3.91 
Granted1,172,313 $1.74 
Vested(797,778)$3.81 
Forfeited(43,258)$2.67 
Unvested balance at September 30, 2026
1,960,671 $2.68 

As of September 30, 2026, unrecognized stock-based compensation expense related to OmniAb RSUs was $3.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.22 years.

The aggregate intrinsic value of OmniAb RSUs vested for OmniAb service providers during the nine months ended September 30, 2026 was $1.4 million.

Employee Stock Purchase Plan

Under the Company’s 2022 Employee Stock Purchase Plan (the “ESPP”), eligible employees are entitled to purchase shares of common stock at a discount with accumulated payroll deductions. The ESPP provides for a series of overlapping 24-month offering periods comprising four six-month purchase periods. The purchase price for shares of common stock purchased under the ESPP is equal to 85% of the lesser of the fair market value of the Company’s common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each six month purchase period in the applicable offering period.

As of September 30, 2026, the aggregate number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP equals 4,808,025 shares of the Company’s common stock. In addition, on the first day of each calendar year beginning on January 1, 2023 and ending on (and including) January 1, 2032, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (i) 1% of the fully diluted shares outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by the Company’s board of directors.

As of September 30, 2026, there was $0.2 million of unrecognized share-based compensation expense associated with the ESPP, which is expected to be recognized over a remaining weighted-average period of 0.71 years.
During the nine months ended September 30, 2026, there were 279,507 shares issued pursuant to the ESPP.