Stockholders' Equity

3 Months Ended

Mar. 31, 2026

Stockholders’ Equity

Common Stock

As of March 31, 2026 and December 31, 2025, the Company’s certificate of incorporation authorized the Company to issue up to 200,000,000 shares of common stock. Common stockholders are entitled to dividends as and when declared by the Company’s board of directors, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote.

Shares Reserved for Future Issuance

The Company has reserved shares of common stock for future issuances as follows:


	March 31,	December 31,
	2026	2025
Common stock options issued and outstanding	2,669,454	3,067,088
Common stock restricted stock units issued and outstanding	7,642,286	6,667,812
Common stock available for future grants	2,589,940	2,204,802
Common stock available for employee stock purchase plan	2,055,542	1,795,996
Common stock warrant	1,500,000	—
Total	16,457,222	13,735,698

Stock Options

A summary of stock option activity for the three months ended March 31, 2026 is set forth below:


	Outstanding Options
	Shares	Weighted Average Exercise Price
Balance, December 31, 2025	3,067,088	$	15.72
Options exercised	(26,584)	1.51
Options forfeited and expired	(371,050)	9.47
Balance, March 31, 2026	2,669,454	$	16.73

The aggregate intrinsic value of options outstanding as of March 31, 2026 was $0.


	March 31, 2026
	Number of Shares	Weighted Average Exercise Price		Weighted Average Contractual Life (in Years)
Options vested and exercisable	2,384,753	$	17.49	5.32
Options vested and expected to vest	2,669,454	$	16.73	5.53

Total aggregate intrinsic value of options vested and exercisable as of March 31, 2026 was $0.

Service-Based Restricted Stock Units

The Company estimates the fair value of service-based restricted stock units based on the closing price of the Company’s common stock on the grant date. A summary of service-based restricted stock units activity for the three months ended March 31, 2026 is set forth below:


	Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2025	5,275,312	$	5.33
Granted	1,688,180	1.53
Vested	(379,781)	8.75
Forfeited and expired	(316,925)	7.81
Outstanding at March 31, 2026	6,266,786	$	3.97

The fair value as of the respective vesting dates of restricted stock units that vested during the three months ended March 31, 2026 and March 31, 2025 was $0.6 million and $2.7 million, respectively.

Performance-Based Restricted Stock Units

In fiscal year 2025, the Company granted 326,848 performance-based restricted stock units (“PSUs”) to employees. The final number of PSUs awarded will be determined based on the Company’s consolidated cumulative revenue over a two-year performance period and may vest at a rate ranging from 0% to 200% of the target number of shares. Any PSUs awarded at the end of the performance period will vest in equal installments over the following four quarters. The Company estimates the fair value of these performance-based restricted stock units based on the closing price of its common stock on the grant date. Compensation expense for these awards is calculated based on the expected achievement of the target revenue metrics and is recognized over the requisite service period.

In December 2025, the Company granted 1,200,000 restricted stock units with service and market conditions to certain employees. The vesting of the market-based restricted stock units will be met 33% after one year and the remainder thereunder in equal installments quarterly over the following two years subject to continued employment. Vesting is also contingent on the average closing price of the Company’s common stock being greater than $4.00 over a period of 60 consecutive trading days within three years. The Company estimated the fair value of these market-based restricted stock units on the date of grant using a Monte Carlo simulation including the following assumptions: expected volatility of 100.0%; a risk-free rate of 3.6%; and a cost of equity of 16%. Compensation expense for these awards is recognized over the requisite service period for each tranche based on the graded vested method. The requisite service period is the longer of the explicit service period or the derived service period based on the market condition for each tranche. The derived service period was estimated to be 0.98 years.

Activity with respect to performance-based and market-based restricted stock units was as follows:


	Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2025	1,392,500	$	2.34
Granted	—	—
Vested	—	—
Forfeited and expired	(17,000)	8.29
Outstanding at March 31, 2026	1,375,500	$	2.27

Total Stock-Based Compensation

Stock-based compensation expense is reflected in the statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of goods sold	$	326	$	543
Research and development	520		652
Selling, general and administrative	3,290		4,417
Total	$	4,136	$	5,612

The above stock-based compensation expense related to the following equity-based awards (in thousands):


	Three Months Ended March 31,
	2026		2025
Stock options and restricted stock units	$	4,089	$	5,489
Employee stock purchase plan	47		123
Total	$	4,136	$	5,612

Stock-based compensation of $0.3 million and $0.4 million was capitalized into inventory for the three months ended March 31, 2026 and March 31, 2025, respectively. Stock-based compensation capitalized in prior periods of $0.3 million and $0.5 million was recognized as cost of sales in the three months ended March 31, 2026 and March 31, 2025, respectively.

As of March 31, 2026, there was $26.3 million of unrecognized compensation costs related to unvested common stock options and restricted stock units, expected to be recognized over a weighted-average period of 2.4 years.

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to the employee stock purchase plan of $0.1 million, which is expected to be recognized over a weighted-average period of 0.4 years.

Common stock warrants

On March 2, 2026, in connection with entering into the Perceptive Agreement, the Company issued to Perceptive the Initial Warrants to purchase up to 1,000,000 shares of the Company’s common stock with an exercise price of $1.92 per share.

The Initial Warrants are classified as a component of permanent equity within the Company's condensed consolidated balance sheets as they meet the criteria for equity classification. The Initial Warrants were initially recorded at their relative fair value of $1.1 million as of the issuance date as a debt discount and are not subject to subsequent remeasurement. The Initial Warrants were valued using the following assumptions under the Black-Scholes Merton option pricing model: expected term of 7 years, volatility of 81.7%, a risk-free rate of 3.8%, and a dividend yield of 0%. None of the Initial Warrants have been exercised.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Pulmonx Corp 10-Q