NIAGEN BIOSCIENCE, INC., DEF 14A filed on 4/29/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name NIAGEN BIOSCIENCE, INC.
Entity Central Index Key 0001386570
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Year
Summary Compensation Table (SCT) Total for PEO
Compensation Actually Paid to PEO
Average SCT Total for (Non-PEO) NEOs
Average Compensation Actually Paid to (Non-PEO) NEOs
Total Shareholder Return
Peer Group Total Shareholder Return
Net Income (Loss)
(Thousands)
Net Sales
(Thousands)
(1)(2)
(1)(3)
(1)(2)
(1)(3)
(4)
(5)
(6)
(6)
2025
$8,381,900
$10,279,988
$637,244
$773,226
$132.50
$148.05
$17,382
$129,423
2024
$1,212,131
$2,989,985
$408,679
$490,938
$110.52
$116.84
$8,550
$99,597
2023
$1,160,206
$1,032,920
$691,588
$595,554
$29.79
$113.19
$(4,938)
$83,570
2022
$1,158,850
$843,376
$721,425
$546,641
$35.00
$112.65
$(16,540)
$72,050
2021
$1,103,160
$2,098,802
$786,258
$1,007,306
$77.92
$111.33
$(27,128)
$67,449
        
Company Selected Measure Name Net Sales        
Named Executive Officers, Footnote NEOs included in these columns reflect the following individuals:
Year
PEO
Non-PEO NEOs
2025
Robert Fried
Ozan Pamir, Carlos Lopez
2024
Robert Fried
Brianna Gerber*, James Lee*, Ozan Pamir, Carlos Lopez
2023
Robert Fried
Brianna Gerber
2022
Robert Fried
Kevin Farr* Frank Jaksch Jr.*, Brianna Gerber
2021
Robert Fried
Kevin Farr, Frank Jaksch Jr., Lisa Harrington*
*No longer serving as executive officer at the respective fiscal year-end.
       
Peer Group Issuers, Footnote Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Russell 3000 Pharmaceuticals and Biotechnology Sector for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends.        
PEO Total Compensation Amount $ 8,381,900 $ 1,212,131 $ 1,160,206 $ 1,158,850 $ 1,103,160
PEO Actually Paid Compensation Amount $ 10,279,988 2,989,985 1,032,920 843,376 2,098,802
Adjustment To PEO Compensation, Footnote CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal year 2025 the following amounts were deducted from and added to the total compensation number shown in the SCT:
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
Fiscal Year 2025
(For PEO)
Fiscal Year 2025
(Average for Non-PEO NEOs)
Summary Compensation Table Total Compensation
$8,381,900
$637,244
Less: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year
(7,169,836)
(73,112)
Add: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
8,197,611
74,137
Adjust for: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
160,223
37,992
Adjust for: Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
710,090
96,965
Compensation Actually Paid
$10,279,988
$773,226

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, see Note 10 of the Niagen Bioscience, Inc. consolidated financial statements included in the Annual Report on Form 10-K.
Fiscal Year 2025
Market Based Performance Stock Unit
Stock Price
$6.36
Volatility
80.0%
Risk-Free Interest Rate
3.8%
Stock Options
Expected Term (years)
0.5 - 4.3
Strike Price
$1.52 - $5.48
Volatility
70.7% - 103.7%
Dividend Yield
0%
Risk-Free Interest Rate
3.4% - 4.2%
        
Non-PEO NEO Average Total Compensation Amount $ 637,244 408,679 691,588 721,425 786,258
Non-PEO NEO Average Compensation Actually Paid Amount $ 773,226 490,938 595,554 546,641 1,007,306
Adjustment to Non-PEO NEO Compensation Footnote CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal year 2025 the following amounts were deducted from and added to the total compensation number shown in the SCT:
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
Fiscal Year 2025
(For PEO)
Fiscal Year 2025
(Average for Non-PEO NEOs)
Summary Compensation Table Total Compensation
$8,381,900
$637,244
Less: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year
(7,169,836)
(73,112)
Add: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
8,197,611
74,137
Adjust for: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
160,223
37,992
Adjust for: Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
710,090
96,965
Compensation Actually Paid
$10,279,988
$773,226

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, see Note 10 of the Niagen Bioscience, Inc. consolidated financial statements included in the Annual Report on Form 10-K.
Fiscal Year 2025
Market Based Performance Stock Unit
Stock Price
$6.36
Volatility
80.0%
Risk-Free Interest Rate
3.8%
Stock Options
Expected Term (years)
0.5 - 4.3
Strike Price
$1.52 - $5.48
Volatility
70.7% - 103.7%
Dividend Yield
0%
Risk-Free Interest Rate
3.4% - 4.2%
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid Versus Total Shareholder Return

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group, the Russell 3000 Pharmaceuticals and Biotechnology Sector:

4453
        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid Versus Net Income (Loss)

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income (loss):

4666
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid Versus Net Sales

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net sales:

4861
        
Total Shareholder Return Vs Peer Group
Compensation Actually Paid Versus Total Shareholder Return

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group, the Russell 3000 Pharmaceuticals and Biotechnology Sector:

4453
        
Tabular List, Table
Tabular List
Net Sales
Net Income (Loss)
       
Total Shareholder Return Amount $ 132.50 110.52 29.79 35.00 77.92
Peer Group Total Shareholder Return Amount 148.05 116.84 113.19 112.65 111.33
Net Income (Loss) $ 17,382,000 $ 8,550,000 $ (4,938,000) $ (16,540,000) $ (27,128,000)
Company Selected Measure Amount 129,423,000 99,597,000 83,570,000 72,050,000 67,449,000
PEO Name Robert Fried Robert Fried Robert Fried Robert Fried Robert Fried
Additional 402(v) Disclosure Reflects the total compensation paid to our PEO and the average total compensation of our non-PEO NEOs as calculated in the Summary Compensation Table (SCT) for each year shown.Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. The Company has not declared or paid any cash dividends on its common stock during any of the years presented.Net Income (Loss) and Net Sales shown as reported in our audited financial statements for each year. In the Company’s assessment, Net Sales is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the company in 2025 to link compensation actually paid to performance.        
Equity Valuation Assumption, Market Based PSU, Stock Price $ 6.36        
Equity Valuation Assumption, Market Based PSU, Volatility 80.00%        
Equity Valuation Assumption, Market Based PSU, Risk Free Interest Rate 3.80%        
Equity Valuation Assumption, Expected Term, Options, Minimum 6 months        
Equity Valuation Assumption, Expected Term, Options, Maximum 4 years 3 months 18 days        
Equity Valuation Assumption, Strike Price, Options, Minimum $ 1.52        
Equity Valuation Assumption, Strike Price, Options, Maximum $ 5.48        
Equity Valuation Assumption, Volatility, Options, Minimum 70.70%        
Equity Valuation Assumption, Volatility, Options, Maximum 103.70%        
Equity Valuation Assumption, Dividend Yield, Options 0.00%        
Equity Valuation Assumption, Risk Free Interest Rate, Options, Minimum 3.40%        
Equity Valuation Assumption, Risk Free Interest Rate, Options, Maximum 4.20%        
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Sales        
Measure:: 2          
Pay vs Performance Disclosure          
Name Net Income (Loss)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (7,169,836)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,197,611        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 160,223        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 710,090        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (73,112)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 74,137        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 37,992        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 96,965        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure Equity compensation awards to our executive officers are approved by the Compensation Committee. Annual equity awards are typically granted at approximately the same time each year, generally in February, based on a predetermined percentage of base salary. In addition, the Compensation Committee may grant off-cycle equity awards from time to time, including in connection with new hires, promotions, or retention considerations. All equity awards are granted on a predetermined date following approval, and the Compensation Committee does not take material non-public information into account when determining the timing of equity awards, nor is the timing of the release of material non-public information influenced by equity grant timing. We intend our equity programs to be competitive in relation to the market and industry peer group.
Award Timing Method Equity compensation awards to our executive officers are approved by the Compensation Committee. Annual equity awards are typically granted at approximately the same time each year, generally in February, based on a predetermined percentage of base salary. In addition, the Compensation Committee may grant off-cycle equity awards from time to time, including in connection with new hires, promotions, or retention considerations. All equity awards are granted on a predetermined date following approval, and the Compensation Committee does not take material non-public information into account when determining the timing of equity awards, nor is the timing of the release of material non-public information influenced by equity grant timing. We intend our equity programs to be competitive in relation to the market and industry peer group.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered All equity awards are granted on a predetermined date following approval, and the Compensation Committee does not take material non-public information into account when determining the timing of equity awards, nor is the timing of the release of material non-public information influenced by equity grant timing. We intend our equity programs to be competitive in relation to the market and industry peer group.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true