Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

2025 Equity Incentive Plan

On June 18, 2025, our stockholders voted to approve the 2025 Plan, which replaced the 2015 Plan in its entirety. No further awards will be made under the 2015 Plan, but the 2015 Plan will continue to govern awards previously granted under it. The 2025 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Code, to the company’s employees and the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and Performance Awards (as defined in the 2025 Plan) to the company’s employees, directors and consultants. A total of 46,088,027 shares were reserved for issuance pursuant to the 2025 Plan. In addition, the shares reserved for issuance under the 2025 Plan also included shares subject to stock options or similar awards granted under the 2015 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2015 Plan that are forfeited to or repurchased by the company (provided that the maximum number of shares that may be added to the 2025 Plan pursuant to this provision is 32,359,674 shares). As of December 31, 2025, approximately 47,341,842 shares were available for future grants under the 2025 Plan.

Stock-Based Compensation

The following table presents stock-based compensation included on the consolidated statements of operations (in thousands):


	Year Ended December 31,
	2025		2024		2023

Stock-based compensation expense:
Stock options	$	20,284	$	15,679	$	13,884
RSUs	16,525		18,753		35,279
	$	36,809	$	34,432	$	49,163
Stock-based compensation expense in operating expenses:
Research and development	$	10,620	$	12,005	$	17,341
Selling, general and administrative	26,189		22,427		31,822
	$	36,809	$	34,432	$	49,163

Stock-based compensation expense capitalized into inventory totaled $0.6 million for the year ended December 31, 2025. There was no stock-based compensation expense capitalized into inventory for the years ended December 31, 2024 and 2023. Capitalized stock-based compensation is recognized as an expense in cost of sales when the related product is sold.

Stock Options

The following table summarizes stock option activity and related information for the year ended December 31, 2025:


	Number of Options	Weighted- Average Exercise Price		Aggregate Intrinsic Value (in thousands)		Weighted- Average Remaining Contractual Life (in years)

Outstanding at December 31, 2024	15,407,588	$	8.00	$	90	7.1
Granted	11,216,448	$	3.34
Exercised	(110,020)	$	2.00
Forfeited/expired	(2,581,512)	$	16.05
Outstanding at December 31, 2025	23,932,504	$	4.97	$	17	7.9
Vested and exercisable at December 31, 2025	9,657,097	$	6.70	$	17	6.3

As of December 31, 2025, the unrecognized compensation cost related to outstanding stock options was $30.8 million, which is expected to be recognized over a remaining weighted-average period of 1.8 years.

During the years ended December 31, 2025, 2024 and 2023, the total intrinsic value of stock options exercised was $0.1 million, $0.9 million, and $0.3 million, respectively. During the years ended December 31, 2025, 2024 and 2023, cash proceeds received from stock option exercises were $0.2 million, $0.7 million, and $0.3 million, respectively.

As of December 31, 2024, a total of 8,038,537 vested and exercisable stock options were outstanding.

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


	Years Ended December 31,
	2025		2024		2023

Expected term	5.96 years		5.96 years		5.50 years
Risk-free interest rate	4.3	%	4.3	%	4.0	%
Expected volatility	120.4	%	116.8	%	116.2	%
Dividend yield	—	%	—	%	—	%
Weighted-average grant date fair value	$2.92		$4.58		$2.53

The expected term was estimated using the average of the contractual term and the weighted-average vesting term of the options. The risk-free interest rate was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The expected volatility was estimated based on the historical volatility of our common stock. The assumed dividend yield was based on our expectation of not paying dividends for the foreseeable future.

Restricted Stock Units

The following table summarizes RSU activity during the year ended December 31, 2025:


	Number of Units	Weighted- Average Grant Date Fair Value

Nonvested balance at December 31, 2024	5,945,421	$	11.41
Granted	4,875,232	$	3.27
Vested	(2,153,485)	$	12.26
Forfeited/canceled	(539,500)	$	7.49
Nonvested balance at December 31, 2025	8,127,668	$	6.56

As of December 31, 2025, there was $22.5 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 1.8 years. During the years ended December 31, 2025, 2024 and 2023, the total fair value of RSUs vested was $5.9 million, $14.6 million, and $11.1 million, respectively.

Related-Party Warrants

A total of 1,638,000 warrants issued to an affiliate of Dr. Soon-Shiong with an exercise price of $3.240 per share were outstanding as of December 31, 2025 and 2024. The fair value of $18.0 million assigned to the warrants will be recognized in equity upon achievement of a performance-based vesting condition pertaining to building manufacturing capacity to support supply requirements for ANKTIVA (which has not yet been satisfied). The warrants become exercisable 30 days following the achievement of the performance-based vesting condition (the initial exercise date) and expire on the 10th anniversary of the initial exercise date.

ImmunityBio, Inc. 10-K