12. Equity Incentive Plan

Incentive Units

Prior to the IPO, certain employees and contractors of Intermediate Holdings were granted Incentive Units of West Affum LP. The Incentive Units allow the holder to participate in the equity of West Affum LP subject to participation thresholds as defined by West Affum LP. Upon termination of employment or services, West Affum LP has the right but not the obligation to repurchase vested Incentive Units at fair market value within seven months following termination.

Incentive Units vest based on continued service on a straight-line basis over the applicable service periods. Any unvested Incentive Units are automatically forfeited upon a separation. Incentive Units do not expire and have no exercise price. Compensation cost of Incentive Units is estimated on the date of grant.

As of April 30, 2024, total Incentive Units vested were 1,262,180 and total Incentive Units unvested were 867,963. Also as of April 30, 2024, unrecognized compensation cost for outstanding Incentive Units was $3,389, with the weighted-average period over which this cost is expected to be recognized at 3.18 years.

In connection with the IPO, vesting was accelerated for all unvested Incentive Units and all Incentive Units were exchanged into Common Shares of Kestra Medical Technologies, Ltd. The Company recorded $2,783 in share-based compensation related to the acceleration of the vesting of the unvested Incentive Units. The following table summarizes Incentive Units activity:

The weighted average grant date fair value of Incentive Units outstanding as of April 30, 2024 was $5.65 per share.

Restricted Common Units and Restricted Class A Common Units

Certain directors and advisors of the Company were granted 17,149 shares of restricted common units of West Affum LP between September 1, 2022 and October 16, 2024, with a vesting period of 3 years. As of April 30, 2025, 8,575 and 8,575 restricted common units were vested and unvested, respectively. As of April 30, 2024, 2,858 and 14,291 restricted common units were vested and unvested, respectively.

Certain directors and advisors of the Company were granted 35,787 shares of restricted Class A Common Units of West Affum LP between July 24, 2024 and November 3, 2024, with a vesting period of 3 years. In connection with the IPO, Class A Common Units were automatically exchanged into restricted Common Shares of Kestra Medical Technologies, Ltd., subject to continued vesting under the directors’ original grant agreements. After the acceleration of 12,994 Class A Common Units in connection with the IPO, as of April 30, 2025, there were 32,485 shares of unvested restricted Common Shares outstanding.

Share-based compensation expense associated with restricted common units and restricted Common Shares is immaterial and recorded within selling, general and administrative expense.

Stock Options and Restricted Stock Units

In connection with the IPO, the Company entered into the 2025 Omnibus Incentive Plan to grant eligible individuals incentive equity awards, including stock options (“Stock Options”), in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and Kestra Medical Technologies, Ltd.’s shareholders. The Company has granted 4,658,300 Stock Options to directors, active employees, and former employees since the IPO date. The Board of Directors determines the terms and conditions of the Stock Options, including the number of Stock Options to be granted and vesting criteria at the time of grant. The terms of each Stock Option are stated in the agreements. As of April 30, 2025, total vested Stock Options were 1,658,100. None of the vested Stock Options are exercisable due to the lock-up agreements which will expire in September 2025, thus, no Stock Options are exercised as of April 30, 2025.

Also as of April 30, 2025, unrecognized compensation cost for outstanding Stock Options was $28,293, with the weighted-average period over which this cost is expected to be recognized at 1.77 years. The aggregate intrinsic value of Stock Options is calculated as the difference between the exercise price of the Stock Options and the fair value of the Company’s Common Shares for those Stock Options that had exercise prices lower than the fair value of the Company’s Common Shares.

The weighted average grant date fair value of Stock Options outstanding as of April 30, 2025 was $10.20 per share.

The 2025 Omnibus Incentive Plan also allows for the grants of restricted shares and restricted stock units. No Restricted Common Shares or restricted stock units have been granted through April 30, 2025, except as described under “—Restricted Common Units and Restricted Class A Common Units.”

Share-Based Compensation

In determining the compensation cost of the Incentive Units, the fair value for each Incentive Unit has been estimated at the date of grant using the Black-Scholes or probability-weighted expected return method (“PWERM”) models.

For Incentive Units, the Company’s PWERM approach estimated its enterprise value. This method considered various exit scenarios including an initial public offering, or staying private, and assigned a probability weight to each scenario. Using the PWERM, the enterprise value under each potential exit scenario and the timing of each scenario were weighted based on the estimated probability of occurrence for such scenario. The Company’s equity values under the initial public offering scenarios were each estimated using the market approach based on the valuation of comparable public companies.

There is no intrinsic value or exercise price associated with these Incentive Units as they are participation units rather than options. The weighted average significant assumptions used in calculating the value of the Incentive Units were summarized as follows:

The Company used Black-Scholes model to value Stock Options as the Company’s Common Stock is traded in the public markets. The volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have sufficient trading history for the Company’s Common Shares. The expected time to liquidity is based on the midpoint of the option vesting term and the contractual term. The Company will continue to analyze the expected volatility and expected term assumptions as additional data for the Company’s Common Share becomes available. The risk-free interest rate assumption is based on the U.S. Constant Maturity Treasury rates, interpolated for the expected term of the Company’s Stock Options. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts. The weighted average significant assumptions used in calculating the value of the Stock Options were summarized as follows: