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10-K – 2026-02-24 – cort-20251231.htm
CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued Incentive Award Plan We have one equity award plan – the Corcept Therapeutics Incorporated 2024 Incentive Award Plan (the “2024 Plan”). In February 2024, our Board of Directors approved the 2024 Plan, which became effective upon its approval by our stockholders at our 2024 Annual Meeting of Stockholders on May 17, 2024 and replaced the Corcept Therapeutics Incorporated 2012 Incentive Award Plan (the “2012 Plan”). The aggregate number of shares which may be issued or transferred pursuant to awards under the 2024 Plan is equal to the sum of (i) 8.0 million shares, (ii) 4.1 million shares, which equals the number of shares available for future grant under the 2012 Plan as of May 17, 2024, and (iii) any shares underlying awards outstanding under the 2012 Plan that, on or after May 17, 2024, terminate, expire or lapse for any reason without the delivery of shares to the holder thereof. After May 17, 2024, no additional awards were or will be issued under the 2012 Plan. Under the 2024 Plan, we can issue stock options, stock purchase and stock appreciation rights and restricted stock awards to our employees, officers, directors and consultants. As of December 31, 2025, we had 7.0 million shares available for future issuance under the 2024 plan. Stock Options The following table summarizes option activity and related information: Outstanding Options Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Balance at December 31, 2024 24,713 $ 18.29 Options granted 2,866 $ 61.92 Options exercised ( 3,538 ) $ 11.42 Options cancelled and forfeited ( 84 ) $ 30.67 Balance at December 31, 2025 23,957 $ 24.48 5.53 $ 326,780 Options exercisable at December 31, 2025 18,819 $ 19.97 4.74 $ 296,212 Options fully vested and expected to vest at December 31, 2025 23,665 $ 24.16 5.49 $ 325,943 The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 227.5 million, $ 60.1 million and $ 36.0 million, respectively, based on the difference between the closing price of our common stock on the date of exercise and the exercise price. As of December 31, 2025, we had $ 112.3 million of unrecognized compensation expense for options outstanding, which had a weighted-average remaining vesting period of 2.7 years. F-18 CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued Stock Options Valuation Assumptions The following table summarizes the weighted-average assumptions and resultant fair value-based measurements for stock options granted. Year Ended December 31, 2025 2024 2023 Weighted-average assumptions for options granted: Risk-free interest rate 4.10 % 4.14 % 3.87 % Expected term 6.7 years 6.7 years 6.7 years Expected volatility of stock price 54.4 % 54.6 % 53.0 % Dividend rate 0 % 0 % 0 % Weighted-average grant date fair value-based measurement $ 36.08 $ 14.65 $ 13.65 The expected term of options reflected in the table above is based on a formula that considers the expected service period and expected post-vesting termination behavior depending on whether the option holder is an employee, officer or director. The expected volatility of our stock used in determining the fair value-based measurement of option grants to employees, officers and directors is based on the volatility of our stock price. The volatility is based on historical data of the price for our common stock for periods of time equal to the expected term of these grants. We calculate employee stock-based compensation expense using the number of options we expect to vest, based on our estimate of the option grantees’ average length of employment, and reduced by our estimate of option forfeitures. We estimate forfeitures at the time of option grant and revise this estimate in subsequent periods if actual forfeitures differ from our estimates. RSAs and RSUs (collectively, “restricted stock”) The following table summarizes restricted stock activity and related information: Outstanding Restricted Stock Number of Restricted Stock Weighted-Average Grant Date Fair Value (in thousands) Balance at December 31, 2024 1,243 $ 29.47 Restricted stock granted 1,192 $ 68.07 Restricted stock vested ( 618 ) $ 32.95 Restricted stock cancelled and forfeited ( 134 ) $ 44.47 Balance at December 31, 2025 1,683 $ 54.34 The total fair value of restricted stock vested during the years ended December 31, 2025, 2024 and 2023 was $ 44.7 million, $ 14.8 million and $ 4.9 million, respectively. As of December 31, 2025, we had $ 64.6 million of unrecognized compensation expense for restricted stock outstanding, which had a weighted-average remaining vesting period of 3.04 years. ESPP Our ESPP allows employees to set aside, by means of payroll deductions, up to ten percent of their pre-tax annual compensation for the purchase of our common stock. Shares are issued to participating employees from the 2024 Plan on March 1st, June 1st, September 1st and December 1st (or the first business day thereafter) at the then-current fair market value of our stock, at the close of trading on those days. For each purchased share, the participating employee receives one matching share, also issued from the 2024 Plan, if certain conditions are met. There is no vesting requirement for shares issued pursuant to an employee’s ESPP purchase. The matching share is granted in the form of an RSA that will vest on the one-year anniversary of the ESPP purchase date, net of F-19 CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued applicable tax withholding. The RSA’s vesting condition is that the employee hold the corresponding share purchased under the ESPP for one year after the purchase date. Shares purchased pursuant to the ESPP and any matching shares may be held, sold or transferred in the employee’s sole discretion. As of December 31, 2025 and 2024, we had a liability of $ 1.8 million and $ 3.2 million, respectively, of stock-based compensation related to RSAs granted in connection with our ESPP in “Accrued and other liabilities” on our consolidated balance sheet. Stock-based Compensation The following table summarizes our stock-based compensation by financial statement classification. Year Ended December 31, 2025 2024 2023 (in thousands) Capitalized stock-based compensation $ 486 $ 326 $ 208 Cost of sales 121 75 52 Research and development 22,810 17,729 15,402 Selling, general and administrative 61,569 43,550 33,486 Total stock-based compensation $ 84,986 $ 61,680 $ 49,148 8. Net Income Per Share We compute our basic and diluted net income per share in conformity with the two-class method required for companies with participating shares. Under the two-class method, net income is determined by allocating net income between common stock and unvested RSAs. We compute basic net income per share by dividing our net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. We compute diluted net income per share by dividing our net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, including potentially dilutive stock options and unvested RSUs, less unvested RSAs. We use the treasury stock method to determine the number of dilutive shares of common stock resulting from stock options and unvested RSUs. The following table shows the computation of net income per share for each period: Year Ended December 31, 2025 2024 2023 (in thousands, except per share data) Numerator: Net income attributable to common stockholders $ 98,171 $ 139,733 $ 105,496 Denominator: Weighted-average shares used to compute basic net income per common share 103,862 103,232 103,560 Dilutive effect of employee stock options and unvested RSUs 16,125 10,248 8,182 Weighted-average shares used to compute diluted net income per common share 119,987 113,480 111,742 Net income per share attributable to common stockholders Basic $ 0.95 $ 1.35 $ 1.02 Diluted $ 0.82 $ 1.23 $ 0.94 We excluded from the computation of diluted net income per share, on a weighted-average basis, 2.3 million stock options outstanding during the year ended December 31, 2025, and 2.7 million and 9.1 million stock options outstanding during the years ended December 31, 2024 and 2023, respectively, because including them would have reduced dilution. F-20 CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued 9. Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Domestic $ 62,911 $ 159,623 $ 125,691 Foreign 3,552 1,870 ( 1,134 ) Income before income taxes $ 66,463 $ 161,493 $ 124,557 The income tax (benefit) expense for the years ended December 31, 2025, 2024, and 2023 consisted of the following: Year Ended December 31, 2025 2024 2023 (in thousands) U.S. federal taxes: Current $ 2,332 $ 49,716 $ 40,265 Deferred ( 33,198 ) ( 35,845 ) ( 25,613 ) Total U.S. federal tax (benefit) expense ( 30,866 ) 13,871 14,652 State taxes: Current 857 10,504 7,590 Deferred ( 3,514 ) ( 3,783 ) ( 2,645 ) Total state tax (benefit) expense ( 2,657 ) 6,721 4,945 Foreign taxes: Current 1,158 256 56 Deferred ( 824 ) ( 564 ) ( 1,236 ) Total foreign tax expense (benefit) 334 ( 308 ) ( 1,180 ) Total (benefit) provision for income taxes $ ( 33,189 ) $ 20,284 $ 18,417 On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. As a result of the enactment of the legislation, our current income taxes payable and deferred tax asset balances have been materially reduced in fiscal year 2025 as compared to prior year. This reduction is a result of our election to expense domestic research costs for tax purposes starting in 2025. F-21 CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets are as follows: Year Ended December 31, 2025 2024 Deferred tax assets: (in thousands) Net operating losses $ 93,672 $ 3,470 Capitalized research and patent costs 757 293 Capitalized research expenditures 25,810 93,010 Research credits 30,357 13,326 Stock-based compensation costs 27,841 25,295 Operating lease liability 1,489 1,695 Accruals and Reserves 10,343 10,358 Other 233 2,228 Total deferred tax assets 190,502 149,675 Valuation allowance ( 20,926 ) ( 17,460 ) Deferred tax liabilities Operating lease right-of-use asset ( 1,118 ) ( 1,301 ) Other ( 261 ) — Total deferred tax liabilities ( 1,379 ) ( 1,301 ) Net deferred tax assets $ 168,197 $ 130,914 Each quarter, we assess the likelihood that we will generate sufficient taxable income to use our federal and state deferred tax assets. Except for the valuation allowances that offset the value of our California net deferred tax assets, we have determined that it is more likely than not we will realize the benefit related to all other deferred tax assets. To the extent we increase a valuation allowance, we will include an expense in the Consolidated Statement of Income in the period in which such determination is made. The valuation allowance increased by $ 3.5 million, $ 1.5 million and $ 1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we had a federal net operating loss carryforwards of $ 397.8 million generated in 2025 that do not expire. We also had California net operating loss carryforwards of $ 63.3 million, which will begin to expire in the year 2033, and other state net operating loss generated in 2025 of $ 119.2 million that will expire at various dates in the future. As of December 31, 2025, we also had federal and California research and development tax credits of $ 18.4 million and $ 25.2 million, respectively. The federal research credits will begin to expire in 2045 if not utilized and the California research credits have no expiration date. F-22 CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued As further described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies , we have elected to prospectively adopt the guidance in ASU 2023-09. In accordance with the guidance in ASU No. 2023-09 the effective income tax rate for the year ended December 31, 2025, differs from the statutory federal income tax rate as follows: Year Ended December 31, 2025 (in thousands, except percentages) U.S. federal statutory tax rate $ 13,957 21.0 % State and local income tax, net of federal (national) income tax effect (1) ( 1,905 ) ( 2.9 ) % Foreign tax effects: United Kingdom Statutory tax rate difference between the United Kingdom and United States 325 0.5 % Share-based payment awards ( 145 ) ( 0.2 ) % Tax credits: Research and development credits ( 14,748 ) ( 22.2 ) % Non-taxable or non-deductible items: Stock-based compensation ( 41,133 ) ( 61.9 ) % Non-deductible executive compensation 8,487 12.8 % Non-deductible meals and entertainment expenses 1,012 1.5 % Other 99 0.1 % Changes in unrecognized tax benefits 799 1.2 % Other adjustments 63 0.1 % Total income tax benefit $ ( 33,189 ) ( 50.0 ) % (1) State taxes in Florida, Maryland, Missouri, New Jersey, South Carolina, Tennessee, Utah, and Virginia made up the majority (greater than 50%) of the tax effect in this category As previously disclosed for the years ended December 31, 2024, and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differed from the statutory federal income tax rate as follows: Year Ended December 31, 2024 2023 (in thousands) U.S. federal taxes at statutory rate $ 33,914 $ 26,157 R&D and other credits ( 16,002 ) ( 11,508 ) State income taxes, net of federal benefit 5,288 3,897 Non-deductible compensation 4,431 3,295 Stock-based compensation ( 8,464 ) ( 2,951 ) Other 1,117 ( 473 ) Total $ 20,284 $ 18,417 We maintain liabilities for uncertain tax positions. The measurement of these liabilities involves considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases, and other pertinent information. F-23 CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued The aggregate annual changes in the balance of gross unrecognized tax benefits are as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Beginning balance $ 16,449 $ 13,022 $ 11,425 Increase in tax positions for prior years — 86 112 Decreases in tax positions for prior years ( 13 ) ( 399 ) ( 205 ) Decrease in tax positions for expirations of statute of limitations ( 239 ) — ( 750 ) Increase in tax positions for current year 6,732 3,740 2,440 Decrease in tax positions for current year — — — Ending balance $ 22,929 $ 16,449 $ 13,022 As of December 31, 2025, the amount of unrecognized tax benefits that would favorably impact the effective tax rate were approximately $ 16.6 million, and approximately $ 6.3 million of unrecognized tax benefits would be offset by a change in the valuation allowance. A valuation allowance is maintained on the remaining tax benefits related to California deferred tax assets and would not impact the effective tax rate. We had $ 2.3 million and $ 1.0 million of accrued interest and no accrued penalties related to unrecognized tax benefits as of December 31, 2025 and 2024, respectively. We had no or insignificant amounts of accrued interest and no accrued penalties related to unrecognized tax benefits as of December 31, 2023. While we believe we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than the recorded position. Accordingly, our provisions on federal and state tax-related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved. Our primary tax jurisdiction is the United States. For federal tax purposes, the years 2021 through 2025 remain open and subject to tax examination. For U.S. state tax purposes, the years 2004 through 2025 generally remain open and subject to tax examination by the appropriate state taxing authorities. The following table presents income taxes paid (net of refunds received) for the year ended December 31, 2025: 2025 (in thousands) Federal $ 8,675 U.S. State Missouri 640 North Carolina 391 Other 3,350 Foreign ( 87 ) Total $ 12,969 10. Commitments and Contingencies Manufacturing Agreements We have agreements with manufacturers to supply mifepristone, the API in our Products, and to produce and bottle tablets of our Products. As of December 31, 2025, we had a $ 10.7 million remaining obligation in connection with commitments to purchase API from these manufacturers. Taxes As of December 31, 2025 , we have recorded non-current taxes payable of $ 15.2 million related to uncertain tax positions. F-24 CORCEPT THERAPEUTICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued Legal Proceedings In the ordinary course of business, we may be subject to legal claims and regulatory actions that could have a material adverse effect on our business or financial position, including class action and putative class action lawsuits that arise after periods of stock price volatility. We assess our potential liability in such situations by analyzing the possible outcomes of various litigation, regulatory and settlement strategies. If we determine a loss is probable and its amount can be reasonably estimated, we accrue an amount equal to the estimated loss. No such amounts are accrued as of December 31, 2025, nor have any contingent losses that are either material or probable arisen since that date. Melucci Litigation and Settlement In March 2019, a purported securities class action complaint was filed in the United States District Court for the Northern District of California by Nicholas Melucci ( Melucci v. Corcept Therapeutics Incorporated, et al. , Case No. 5:19-cv-01372-LHK) (the “Melucci litigation”). The complaint named us and certain of our executive officers as defendants asserting violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder and alleged that the defendants made false and materially misleading statements and failed to disclose adverse facts about our business, operations and prospects. The complaint asserted a putative class period extending from August 2, 2017 to February 5, 2019 and sought unspecified monetary relief, interest and attorneys’ fees. On June 6, 2024, Judge James Donato of the United States District Court for the Northern District of California granted final approval of a settlement resolving all claims in the Melucci litigation (the “Melucci Settlement”). As previously disclosed, the Melucci Settlement required us to make a one-time payment of $ 14.0 million for which our insurers reimbursed us in full. On September 6, 2024, Judge Donato approved the Plan of Allocation for payment of the settlement funds to eligible members of the class of plaintiffs. This matter is closed. No other losses and no other provisions for a loss contingency have been recorded to date. F-25