Rigel Pharmaceuticals, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Total stock-based compensation expense related to all of our stock-based awards was as follows (in thousands):


	Year Ended December 31,
	2025		2024		2023
Selling, general and administrative	$	10,592	$	10,879	$	6,712
Research and development	2,119		1,514		2,094
Total stock-based compensation expense	$	12,711	$	12,393	$	8,806

Equity Incentive Plans

We have two active equity plans, our 2018 Equity Incentive Plan (2018 Plan) and the Rigel’s Inducement Plan, as amended (Inducement Plan, and together with 2018 Plan, the Equity Incentive Plans). The 2018 Plan is the successor plan to the 2011 Equity Incentive Plan, the 2000 Equity Incentive Plan, and the 2000 Non-Employee Directors’ Stock Option Plan. The 2018 Plan provides for granting of stock awards to our officers, directors, all other employees and consultants. The Inducement Plan, which is a non-stockholder approved stock plan, is intended mainly to provide an inducement material by granting awards for certain individuals to enter into employment with us. Awards granted under our Equity Incentive Plans expire no later than 10 years from the date of grant. Awards may be granted with different vesting terms from time to time. To date, we granted stock options and RSUs under our Equity Incentive Plans.

In May 2025, our stockholders approved an amendment to our 2018 Plan, to, among other items, add an additional 700,000 shares to the number of shares of common stock authorized for issuance under our 2018 Plan. During the year ended December 31, 2025, our Board of Directors approved additional 152,868 shares of common stock reserved for issuance under our Inducement Plan.

Stock Options and RSUs

The following table summarizes stock options and RSUs activity, and shares available for grant under our Equity Incentive Plans for the periods presented:


		Stock Options					RSUs
	Shares Available For Grant	Number of Shares	Weighted Average Exercise Price		Weighted Intrinsic Value (in thousands)		Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2024	1,598,221	3,564,718	$	23.00			387,282	$	14.94
Authorized for grant	852,868
Granted	(1,215,816)	674,555	$	22.18			389,522	$	23.14
Exercised/Released	—	(466,591)	$	20.61			(143,691)	$	14.92
Cancelled and forfeited	198,789	(219,248)	$	25.69			(25,492)	$	17.36
Outstanding as of December 31, 2025	1,434,062	3,553,434	$	23.00	$	70,857	607,621	$	20.10
Vested and expected to vest as of December 31, 2025		3,384,870	$	22.82	$	70,052
Exercisable as of December 31, 2025		2,764,752	$	23.80	$	52,981

Of the total stock options outstanding as of December 31, 2025, 168,564 shares outstanding are performance-based stock options wherein the achievements of the corresponding corporate-based milestones were not probable. Accordingly, the related grant date fair value for these performance-based stock options of $3.2 million has not been recognized as stock-based compensation expense as of December 31, 2025.

The aggregate intrinsic values of stock options outstanding, vested and expected to vest, and exercisable represents the difference between the exercise price of the underlying awards and the quoted price of our common stock for the options that were in-the-money as of December 31, 2025. For the years ended December 31, 2025, 2024 and 2023, the aggregate intrinsic values of stock option exercises were approximately $5.6 million, $0.6 million and $0.02 million, respectively, representing the difference between the fair value of our common stock at the date of exercise and the exercise price paid.

Stock option grants generally vest over 3 to 4 years, and are exercisable for a period of 10 years. For the years ended December 31, 2025, 2024 and 2023, we granted options to purchase 674,555 shares, 717,106 shares and 367,180 shares, respectively, of common stock, with weighted-average grant date fair value of $17.09 per share, $9.71 per share and $12.80 per share, respectively.

The following table summarizes the weighted-average assumptions relating to stock options granted during the periods presented:


	Year Ended December 31,
	2025		2024		2023
Risk-free interest rate	4.3	%	4.1	%	3.9	%
Expected term (in years)	6.4		6.1		6.8
Dividend yield	0.0	%	0.0	%	0.0	%
Expected volatility	88.7	%	87.7	%	84.0	%

As of December 31, 2025, there was approximately $14.7 million of unrecognized stock-based compensation cost which is expected to be recognized over the remaining weighted-average period of 2.05 years, related to time-based stock options, performance-based stock options wherein achievement of the corresponding corporate-based milestones were considered as probable, and RSUs.

Outstanding stock options and stock options exercisable information by range of exercises prices as of December 31, 2025 was as follows:


	Options Outstanding				Options Exercisable
Exercise Price	Number of Shares	Weighted-Average Remaining Contractual Life (in years)	Weighted-Average Exercise Price		Number of Shares	Weighted-Average Exercise Price
$9.0 - $18.7	1,120,034	7.59	$	13.82	813,399	$	13.82
$19.6 - $21.1	440,680	3.12	$	20.28	412,356	$	20.36
$21.4 - $24.0	607,484	8.21	$	22.65	276,122	$	22.83
$24.2 - $24.2	500,575	4.73	$	24.20	471,324	$	24.20
$24.4 - $35.4	522,208	4.30	$	31.56	429,098	$	31.51
$35.9 - $39.80	180,307	3.65	$	37.51	180,307	$	37.51
$40.7 - $45.0	182,146	2.07	$	44.90	182,146	$	44.90
$9.0 - $45.0	3,553,434	5.77	$	23.00	2,764,752	$	23.80

Employee Stock Purchase Plan

Our Purchase Plan permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Our Purchase Plan provides for a 24-month offering period comprised four six-month purchase periods with a look-back option. A look-back option is a provision in our Purchase Plan under which eligible employees can purchase shares of our common stock at a price per share equal to the lesser of 85% of the fair market value on the first day of the offering period or 85% of the fair market value on the purchase date. Our Purchase Plan also includes a feature that provides for a new offering period to begin when the fair market value of our common stock on any purchase date during an offering period falls below the fair market value of our common stock on the first day of such offering period. This feature is called a “reset.” Participants are automatically enrolled in the new offering period.

Our previous 24-month offering period under our Purchase Plan ended on June 30, 2024, and a new 24-month offering period started on July 1, 2024. The fair value of awards under our Purchase Plan is estimated on the date of our new offering period using the Black-Scholes option pricing model, which is being amortized over the requisite service periods. As of December 31, 2025, there was approximately $0.1 million, which is expected to be recognized over the remaining weighted average period of 0.50 years, related to our Purchase Plan.

For the years ended December 31, 2025, 2024 and 2023, there were 87,176 shares, 65,409 shares and 94,179 shares, respectively, of common stock purchased under the Purchase Plan, at an average price of $7.15 per share, $7.06 per share and $10.60 per share, respectively. As of December 31, 2025, there were 96,998 shares reserved for future issuance under the Purchase Plan.