Note 11 - Benefit Plans

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Text Block]

Note 11. Benefit Plans

401(k) Plan

Our 401(k) plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. We match 100% of a participating employee’s deferral contributions up to 3% of annual compensation, limited to $4,500 of matching contributions. Our contributions to the 401(k) plan totaled $0.2 million and $0.2 million for the years ended December 31, 2025 and 2024, respectively.

Stock Compensation Plans

The Clene Nanomedicine, Inc. 2014 Stock Plan (the “2014 Plan”) was adopted in July 2014. Effective as of the closing of the Reverse Recapitalization, no additional awards may be granted under the 2014 Plan. As of December 31, 2025, a total of 109,324 stock options remained outstanding under the 2014 Plan.

The Clene Inc. 2020 Amended Stock Plan (the “2020 Plan”) was adopted in December 2020 and amended in May 2023, May 2024, and May 2025. Currently, 3,220,000 shares of Common Stock are reserved for issuance thereunder. As of December 31, 2025, a total of 2,694,216 stock options and other stock awards had been granted under the 2020 Plan and 525,784 shares remained available for future grant.

Stock-Based Compensation Expense

Stock-based compensation expense recorded in research and development expense and general and administrative expense during the years ended December 31, 2025 and 2024 was as follows:

	Year Ended December 31,
(in thousands)	2025⁽¹⁾		2024
General and administrative	$	3,395	$	4,407
Research and development		2,987		3,546
Total stock-based compensation expense	$	6,382	$	7,953

(1)

Excludes $0.4 million of stock options issued to pay deferred employee compensation recorded in accrued liabilities.

Stock-based compensation expense by award type during the years ended December 31, 2025 and 2024 was as follows:

	Year Ended December 31,
(in thousands)	2025⁽¹⁾			2024
Stock options	$	6,511		$	8,127
Stock awards		(129	)		(174	)
Total stock-based compensation expense	$	6,382		$	7,953

(1)

Excludes $0.4 million of stock options issued to pay deferred employee compensation recorded in accrued liabilities.

Stock Options

Outstanding stock options and related activity during the year ended December 31, 2025 was as follows:

(in thousands, except share, per share, and term data)	*Number of Options*			*Weighted Average Exercise Price Per Share*		*Weighted Average Remaining Term (Years)*		*Intrinsic Value*
Outstanding – December 31, 2024		1,944,252		$	27.90		8.24	$	59
Granted		903,743			5.09		9.53		—
Forfeited		(5,892	)		15.67		—		—
Expired		(54,902	)		14.92		—		—
Outstanding – December 31, 2025		2,787,201		$	20.79		8.11	$	1,013
Vested and exercisable – December 31, 2025		1,507,324		$	31.78		7.58	$	525
Vested, exercisable or expected to vest – December 31, 2025		2,787,201		$	20.79		8.11	$	1,013

As of December 31, 2025 and 2024, we had approximately $4.8 million and $8.3 million, respectively, of unrecognized stock-based compensation costs related to unvested stock options that is expected to be recognized over a weighted-average period of 1.52 years and 1.70 years, respectively. Our unrecognized stock-based compensation cost excludes $2.8 million of stock options that vest based on performance conditions that we assessed as less than probable as of December 31, 2025 and 2024.

The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2025 and 2024 was $3.95 and $5.95, respectively. The assumptions used to calculate the fair value of stock options granted during the year ended December 31, 2025 and 2024 were as follows:

	Year Ended December 31,
	2025			2024
Expected stock price volatility		90.97% – 110.25	%		97.78% – 111.49	%
Risk-free interest rate		3.66% – 4.24	%		3.52% – 4.58	%
Expected dividend yield		0.00	%		0.00	%
Expected term of options (in years)		5.00 – 6.25			5.00 – 10.00

Stock Awards

Stock awards include rights to restricted stock awards with market-based vesting conditions and restricted stock units with service-based vesting conditions. Outstanding stock awards and related activity during the year ended December 31, 2025 was as follows:

	*Number of Stock Awards*			*Weighted Average Grant Date Fair Value*
Unvested balance – December 31, 2024		37,441		$	196.84
Forfeited		(663	)		196.84
Expired		(36,778	)		196.84
Unvested balance – December 31, 2025		—		$	—

As of December 31, 2025 and 2024, we had no unrecognized stock-based compensation cost related to unvested stock awards.

Clene Inc. 10-K