The Company assumed the 2015 Equity Incentive Plan (as amended, the “2015 Plan”), pursuant to which 1,500,000 shares of the Company’s common stock were reserved for issuance thereunder. At the 2021 annual meeting of stockholders, the 2015 Plan was amended to increase the maximum number of shares authorized for issuance thereunder by 2,000,000 shares, from 1,500,000 shares to 3,500,000 shares. The 2015 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. As of December 31, 2024, there were no shares available for future grants under the 2015 Plan.

On November 15, 2023, the Company adopted the Employment Inducement Award Plan (the “Inducement Plan”), pursuant to which the Company may, from time to time, grant equity-based awards to new employees as a material inducement to their employment. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. A total of 500,000 shares of the Company’s common stock, par value $0.001 per share, have been reserved for issuance pursuant to awards granted under the Inducement Plan (subject to adjustment as provided in the Inducement Plan). As of December 31, 2024, there were approximately 0.3 million shares available for future grants in the Inducement Plan.

On February 28, 2024, the Board of the Company unanimously adopted the Astrana Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) which was then approved by our stockholders on June 12, 2024 at the 2024 Annual Meeting. The 2024 Plan replaced the 2015 Equity Incentive Plan as of the approval date, rendering the 2015 Plan effectively terminated. Under the 2024 Plan, the Company is authorized to issue up to 2,100,000 shares of its common stock, par value $0.001 per share. The 2024 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, stock appreciation rights, and other stock-based awards. As of December 31, 2024, there was approximately 1.4 million shares available for future grants under the 2024 Plan.

The following table summarizes the stock-based compensation expense recognized under all of the Company’s stock plans in 2024, 2023, and 2022, and associated with the issuance of restricted shares of common stock and vesting of stock options that are included in general and administrative expenses in the accompanying consolidated statements of income (in thousands):


	Years ended December 31,
	2024		2023		2022
Stock options and ESPP	$	1,339	$	1,790	$	3,792
Restricted stock awards and units		33,197		20,250		12,309
Total stock-based compensation expense	$	34,536	$	22,040	$	16,101

Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2024 was $43.0 million and is expected to be recognized over a weighted-average period of 1.5 years.

The Company’s outstanding stock options consisted of the following:


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in millions)
Options outstanding at January 1, 2024		504,241		$	34.03		2.10	$	4.7
Options granted		—			—		—		—
Options exercised		(108,425	)		17.29		—		3.0
Options canceled, forfeited or expired		(7,271	)		50.56		—		—

Options outstanding at December 31, 2024		388,545		$	38.39		1.12	$	3.4
								`
Options exercisable at December 31, 2024		388,545		$	38.39		1.12	$	3.4

During the year ended December 31, 2024, there were 108,425 options exercised from which the Company received cash proceeds of $0.8 million, and from which 23,826 shares were withheld from issuance upon exercise of options in order to cover the cost of the exercise by the participants. During the year ended December 31, 2023, options were exercised for 140,000 shares of the Company’s common stock, resulting in proceeds of approximately $1.5 million. There were no shares withheld from issuance upon exercise of options in order to cover the cost of the exercise by the participant during the year ended December 31, 2023.

The exercise prices ranged from $15.35 to $18.65 per share for the exercises during the year ended December 31, 2024, and $10.00 to $18.11 per share for the exercises during the year ended December 31, 2023. The total intrinsic value of stock options exercised was $3.0 million, $3.5 million, and $1.0 million, during the years ended December 31, 2024, 2023, and 2022, respectively. The intrinsic value of stock options is defined as the difference between the Company’s stock price on the exercise date and the grant date exercise price.

During the years ended December 31, 2024 and 2023, no options were granted. The weighted-average grant-date fair value of options granted during the year ended December 31, 2022 was $22.32.

The Company’s unvested restricted stock awards and units activity for the year ended December 31, 2024 consisted of the following:


	Restricted Stock Awards and Units					Performance-Based Restricted Stock Awards
	Number of Shares			Weighted Average Grant-Date Fair Value		Number of Shares			Weighted Average Grant-Date Fair Value
Unvested as of January 1, 2024		713,284		$	60.98		627,333		$	35.05
Granted		573,487			43.64		855,287			44.43
Vested		(289,301	)		44.76		(78,206	)		37.79
Forfeited		(63,662	)		39.43		(120,085	)		36.25

Unvested as of December 31, 2024		933,808		$	56.82		1,284,329		$	41.02

The Company grants restricted stock awards and units to officers and employees, which are earned based on service and/or performance conditions. The awards will vest over a period of one month to four years in accordance with the terms of those plans. The grant date fair value of the restricted stock awards and units is the grant date’s closing market price of the Company’s common stock. During the year ended December 31, 2024, the Company granted 855,287 shares of restricted stock awards and units with performance-based conditions and 573,487 shares of restricted stock awards and units without performance-based conditions. During the year ended December 31, 2024, the weighted average grant date fair value of restricted stock awards and units with and without performance-based conditions was $44.43 and $43.64, respectively. Shares of restricted stock awards and units with performance-based conditions are recognized to the extent the performance conditions are probable of being achieved. The total fair value of restricted stock awards and units, as of their respective vesting dates during the years ended December 31, 2024, 2023, and 2022, was $21.1 million, $14.3 million, and $10.8 million, respectively.

The Company’s ESPP is a shareholder-approved plan that allows eligible employees to contribute a portion of their eligible earnings toward the semi-annual purchase of the Company’s common stock at a discounted price equal to 85% up to 90% of the fair market values of the stock on the exercise date, subject to a maximum number of shares that can be purchased during any single offering period as well as an annual maximum dollar amount of shares during any single calendar year. A maximum of 5,000,000 shares were authorized for issuance at the time the ESPP was approved. There were 7,789 shares issued for the year ended December 31, 2024.