In 2023, the Company adopted the LanzaTech Long-Term Incentive Plan (the “LTIP”) in conjunction with the closing of the Business Combination. The LTIP provides for grants of a variety of awards to employees, directors, and other service providers to the Company, including, but not limited to stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance awards and other stock-based awards or cash incentives. Prior to the effective date of the closing of the Business Combination, the Company granted awards under the LanzaTech NZ Inc. 2013 Stock Plan, the LanzaTech NZ Inc. 2015 Stock Plan, and the LanzaTech NZ, Inc. 2019 Stock Plan, (collectively, the “Prior Stock Plans”).

Under the LTIP, the Company has granted two types of RSUs: time-based RSUs, and market-based RSUs. Time-based RSUs granted to employees and other service providers (other than directors) are generally subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date. However, vesting will accelerate in certain circumstances (e.g., retirement, death, disability, or a qualified termination in connection with a change in control). Time-based RSUs granted to directors are subject to a one-year vesting schedule and the full award vests on the first anniversary of the vesting commencement date, subject to the director’s continued service through the vesting date. However, vesting will accelerate in certain circumstances (e.g., removal in connection with a change in control).

The market-based RSUs have both a time-based and a market-based vesting component. Both components must be met for the award to vest. The market-based RSUs are subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date. The market-based vesting component is satisfied if on any date during the period beginning on the 151st date following the vesting commencement date and ending on the fifth anniversary of the vesting commencement date, the average closing price of a share of the Company’s common stock, equals or exceeds $11.50, determined using the closing share price from the 20 trading days preceding such determination date.


	Time-based RSUs			Market-based RSUs
	Shares (in thousands)	Weighted Average Grant Date Fair Value		Shares (in thousands)	Weighted Average Grant Date Fair Value
Non-vested Outstanding at January 1, 2025	4,009	$	3.22	3,463	$	1.71
Granted	—	—		—	—
Vested	(1,580)	3.27		(342)	1.61
Cancelled/forfeited	(452)	3.22		(38)	1.61
Non-vested Outstanding at June 30, 2025	1,977	$	3.19	3,083	$	1.72

Compensation expense related to the time-based RSUs was $1,043 and $1,550 for the three months ended June 30, 2025 and 2024, respectively, and $2,115 and $2,341 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, $4,872 of unrecognized compensation cost related to time-based RSUs will be recognized over a weighted-average period of 1.34 years.

Compensation expense related to the market-based RSUs was $170 and $387 for the three months ended June 30, 2025 and 2024, respectively, and $440 and $1,114 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, $396 of unrecognized compensation costs related to market-based RSUs will be recognized over a weighted-average period of 0.68 years.

In accordance with the LTIP and Prior Stock Plans, grantees have also been granted stock options to purchase common shares. The exercise price of each stock option was no less than the fair market value price of the Company’s common shares determined as of the date of grant. The stock options generally vest over the course of two to five years, subject to the service provider’s continued service through each vesting date. Upon termination of service, unvested stock options are forfeited in accordance with their terms unless the award agreement provides for accelerated vesting (e.g., due to retirement). The below tables reflect the stock options granted prior to the Business Combination multiplied by the exchange ratio and the weighted average exercise price divided by the exchange ratio.

Stock option awards outstanding as of June 30, 2025 and changes during the six months ended June 30, 2025, were as follows:


	Shares subject to option (thousands)	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (thousands)
Outstanding at January 1, 2025	18,659	$	2.11
Vested and expecting to vest at January 1, 2025	18,659	2.11
Exercisable at January 1, 2025	12,819	1.67
Granted	—
Exercised	—
Cancelled/forfeited	(684)	3.22
Expired	(890)	1.93
Outstanding at June 30, 2025	17,085	$	2.07	4.55	$	7,399
Vested and expecting to vest at June 30, 2025	17,085	2.07		4.55	7,399
Exercisable at June 30, 2025	14,459	$	1.85	3.92	$	7,399

Compensation expenses related to the stock options was $1,080 and $1,735 for the three months ended June 30, 2025 and 2024, respectively, and $2,049 and $2,842 for the six months ended June 30, 2025 and 2024, respectively. As

Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom RSUs that can only be settled in cash and are therefore recorded as a liability. The Phantom RSUs have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements. Grantees are entitled to receive a cash payment equal to the fair market value of a share multiplied by the number of vested Phantom RSUs as of the applicable vesting date.

Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom SARs that can only be settled in cash and are therefore recorded as a liability. The Phantom SARs have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements. Phantom SARs expire 10 years after the grant date and entitle the grantee to receive a cash payment upon exercise of the award equal to the excess of the fair market value of a share on the date of exercise over the exercise price multiplied by the number of SARs exercised.