Share-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

2025 Employee Share Purchase Plan

In May 2025, the Company's board of directors adopted the 2025 Employee Share Purchase Plan (the “Purchase Plan” or “ESPP”), which became effective upon approval by the Company's shareholders in June 2025. The following description of the Purchase Plan is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Plan. Subject to adjustment for certain changes in the Company's capitalization, the maximum number of Shares (as defined therein) that may be issued under the Purchase Plan is 3,000,000. The Purchase Plan includes both (i) a 423 Component (as defined therein), which is intended to be used to grant rights to purchase Shares which qualify as options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and (ii) a Non-423 Component (as defined therein), which is intended to be used to grant rights to purchase Shares which do not qualify for such treatment under the Code. The UK Sharesave Sub-Plan has been adopted as a sub-plan to the Purchase Plan. The Sharesave is a UK 'all employee' share option plan, which is intended to satisfy the requirements of Schedule 3 of ITEPA for tax qualifying save-as-you-earn share options plans. The Purchase Plan, including any sub-plans, is administered by the Company's board of directors, which may delegate such administration to a committee comprised of one or more members of the board. The plan administrator has the power, subject to the provisions of the Purchase Plan, to determine when and how rights to purchase the Company's shares will be granted, the provisions of each offering of such rights (which need not be identical), and whether employees of any of Autolus parent or subsidiary companies will be eligible to participate in the Purchase Plan. The Company has not yet initiated any purchase periods or granted shares under the ESPP as of September 30, 2025.

2025 Inducement Plan

The Company's 2025 Inducement Plan (the “2025 Inducement Plan”) became effective on March 27, 2025 and, in accordance with Nasdaq listing rules and the SEC requirements, provides for issuance of inducement equity awards to qualifying individuals in connection with their entering into employment with the Company or its affiliates. Awards granted under the 2025 Inducement Plan will not exceed 3,000,000 ADSs, representing an equal number of ordinary shares. As of September 30, 2025, 354,700 shares are reserved for issuance under the 2025 Inducement Plan. Equity awards granted under the 2025 Inducement Plan generally vest in the same manner as other Company awards, with 25% of the awards vesting one year after the vesting commencement date and the remainder of the awards vesting in equal monthly installments over three additional years.

The following table summarizes the total share-based compensation expense included in the unaudited condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development expenses	$	1,266	$	1,218	$	3,792	$	2,716
Selling, general and administrative expenses	2,166		2,802		6,207		6,525
Cost of sales	456		—		1,070		—
Capitalized to intangibles, net / property and equipment, net	(53)		—		(74)		(2)
Total share-based compensation expense	$	3,835	$	4,020	$	10,995	$	9,239

Share Options

The table below summarizes Company’s share option activity during the nine months ended September 30, 2025:


	Number of Options	Weighted- Average Exercise Price per share		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding as of December 31, 2024	20,754,316	$	5.41	7.78	$	1,536
Granted	11,724,397	1.93			—

Forfeited	(1,239,036)	2.39			—
Expired	(926,766)	5.23			—
Outstanding as of September 30, 2025	30,312,911	$	4.20	7.93	$	80

Exercisable as of September 30, 2025	13,659,568	$	6.45	6.62	$	80
Vested and expected to vest as of September 30, 2025	30,312,911	$	4.2	7.93	$	80

(1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of ordinary shares for those options in the money as of September 30, 2025.

The weighted average grant-date fair value of share options granted was $1.39 per share option for the nine months ended September 30, 2025. The weighted average grant-date fair value of share options granted was $3.02 per share option for the nine months ended September 30, 2024.

The total intrinsic value of share options exercised was nil for the nine months ended September 30, 2025. The total intrinsic value of options exercised was $0.5 million for the nine months ended September 30, 2024.

As of September 30, 2025, the total unrecognized compensation expense related to unvested share options without performance conditions was $14.7 million, which the Company expects to recognize over a weighted average vesting period of 3.05 years.

Restricted Stock Units

The table below summarizes Company’s restricted stock unit (“RSU”) awards activity during the nine months ended September 30, 2025:


	Number of restricted units	Weighted average grant date fair value












Unvested and outstanding at December 31, 2024	32,412	$	4.22
Granted	80,000	1.50
Vested	(17,949)	4.41
Forfeited	(88)	6.20
Unvested and outstanding at September 30, 2025	94,375	$	1.88

As of September 30, 2025, there was $0.1 million of unrecognized share-based compensation expense related to unvested RSUs without performance conditions, which is expected to be recognized over a weighted average period of 3.72 years.

Autolus Therapeutics plc 10-Q