Enliven Therapeutics Reports Inducement Grants as Permitted by the Nasdaq Listing Rules

Rhea-AI Summary

Enliven Therapeutics (Nasdaq: ELVN) announced on December 11, 2025 an inducement stock option grant tied to the start of Richard Fair's employment as President and Chief Executive Officer.

The company granted an option to purchase 875,000 shares at an exercise price of $18.77 per share (equal to the closing price on the grant date). Vesting is 25% after one year (December 11, 2026) and then 1/48th monthly thereafter, subject to continued service. The award is under the 2025 Inducement Equity Incentive Plan and was granted pursuant to Nasdaq Listing Rule 5635(c)(4).

Positive

• 875,000-option grant issued to CEO Richard Fair on Dec 11, 2025
• Exercise price set at $18.77, equal to Dec 11, 2025 closing price

Negative

• Large option award creates potential shareholder dilution from 875,000 shares

Key Figures

Inducement option size 875,000 shares Stock option grant to President & CEO on Dec 11, 2025

Exercise price $18.77 per share Equal to ELVN closing price on grant date

Cliff vesting 25% after 1 year First tranche vests on one-year anniversary of Dec 11, 2025

Ongoing vesting 1/48th monthly Remaining option vests in equal monthly installments

Nasdaq rule Rule 5635(c)(4) Inducement award permitted under Nasdaq Listing Rules

Equity plan 2025 Inducement Equity Incentive Plan Governs CEO inducement stock option grant

Market Reality Check

$18.77 Last Close

Volume Volume 1,171,388 is 1.99x the 20-day average, indicating elevated trading interest ahead of this HR-related update. high

Technical Shares at $18.77 are trading below the 200-day MA of $20.02 despite a 3.49% daily gain.

Peers on Argus

ELVN gained 3.49% while close biotech peers showed mixed moves: DNTH -5.24%, NUVB -1.26%, NTLA +1.08%, RCUS +1.44%, ZYME +0.35%. This points to stock-specific dynamics rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 12	Earnings & update	Positive	+3.4%	Q3 2025 results, ENABLE progress, strong cash runway into 2029.
Nov 12	Correction notice	Positive	+3.4%	Corrected earnings release reiterating Q3 metrics and cash position.
Nov 03	Clinical data update	Positive	-14.6%	Positive ENABLE Phase 1a/1b CML data preview for ASH 2025.
Aug 25	Conference presentations	Positive	+1.9%	SOHO 2025 oral/poster presentations of ENABLE ELVN-001 data.
Aug 13	Earnings & financing	Positive	-1.1%	Q2 2025 results, positive trial data and $230M public offering.

Pattern Detected

Recent news often tied to ELVN-001 clinical and earnings updates, with three events showing price gains and two notable divergences, including a selloff on seemingly positive clinical data.

Recent Company History

This announcement follows a series of catalysts centered on ELVN-001 and the company’s balance sheet. In Q2–Q3 2025, Enliven reported positive Phase 1 data in CML, outlined plans for a Phase 3 trial in 2026, and strengthened liquidity to $477.6M, guiding runway into H1 2029. Conference and ASH 2025 presentations highlighted ongoing development. Against that backdrop, today’s inducement stock option grant is a governance and compensation event rather than a new financial or clinical milestone.

Market Pulse Summary

This announcement details an inducement stock option for the new President and CEO covering 875,000 shares at an exercise price of $18.77, vesting over time under the 2025 Inducement Equity Incentive Plan and Nasdaq Listing Rule 5635(c)(4). It follows a period where Enliven highlighted strong liquidity of $477.6M and progress toward a Phase 3 trial for ELVN-001. Investors may monitor future clinical milestones and compensation-related disclosures alongside ongoing insider trading reports.

Key Terms

inducement stock option financial

"Enliven granted an inducement stock option to purchase 875,000 shares"

An inducement stock option is a grant of the right to buy company shares given to a new or existing employee as a special hiring or retention incentive, similar to offering a signing bonus but paid in future stock. Investors care because these options can motivate managers to grow the business and align their interests with shareholders, while also increasing the total number of shares over time and potentially diluting existing ownership and earnings per share.

exercise price financial

"The inducement stock option has an exercise price of $18.77 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

equity incentive plan financial

"subject to the terms of the Enliven Therapeutics, Inc. 2025 Inducement Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Nasdaq Listing Rule 5635(c)(4) regulatory

"granted as an inducement ... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. Not financial advice.

BOULDER, Colo., Dec. 11, 2025 /PRNewswire/ -- Enliven Therapeutics, Inc. ("Enliven"), (Nasdaq: ELVN), a clinical-stage biopharmaceutical company focused on the discovery and development of small molecule therapeutics, today announced that on December 11, 2025, Enliven granted an inducement stock option to purchase 875,000 shares of Enliven's common stock to Richard Fair, Enliven's President and Chief Executive Officer and member of the board of directors, in connection with the commencement of Richard Fair's employment. 

The inducement stock option has an exercise price of $18.77 per share, which is equal to the closing price of a share of Enliven's common stock on the grant date, and shall vest as follows: 25% of the shares subject to the inducement stock option shall vest on the one year anniversary of December 11, 2025, and an additional one forty-eighth (1/48th) of the shares subject to the inducement stock option shall vest monthly thereafter, subject to continued service through each vesting date.

The inducement award is subject to the terms of the Enliven Therapeutics, Inc. 2025 Inducement Equity Incentive Plan and related form of option agreement, and was granted as an inducement material to Mr. Fair to enter into employment with Enliven in accordance with Nasdaq Listing Rule 5635(c)(4).  

About Enliven Therapeutics

Enliven is a clinical-stage biopharmaceutical company focused on the discovery and development of small molecule therapeutics to help people not only live longer, but live better. Enliven aims to address existing and emerging unmet needs with a precision oncology approach that improves survival and enhances overall well-being. Enliven's discovery process combines deep insights in clinically validated biological targets and differentiated chemistry to design potentially first-in-class or best-in-class therapies. Enliven is based in Boulder, Colorado.

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SOURCE Enliven Therapeutics, Inc.

FAQ

What option award did Enliven (ELVN) grant to new CEO Richard Fair on December 11, 2025?

Enliven granted an inducement option to purchase 875,000 shares with an exercise price of $18.77 per share.

How does the Enliven (ELVN) CEO option vesting schedule work for the December 11, 2025 grant?

Vesting is 25% on the one-year anniversary (Dec 11, 2026) and then 1/48th of the shares monthly thereafter, subject to continued service.

What is the exercise price of the Enliven (ELVN) inducement option granted December 11, 2025?

The exercise price is $18.77 per share, equal to the closing price on the grant date.

Under what plan was the Enliven (ELVN) inducement award granted on December 11, 2025?

The award was granted under the Enliven Therapeutics 2025 Inducement Equity Incentive Plan and related option agreement.

Why did Enliven (ELVN) grant the inducement option to Richard Fair on December 11, 2025?

The company granted the inducement award to facilitate Mr. Fair's commencement of employment, in accordance with Nasdaq Listing Rule 5635(c)(4).